USE OF THE ACQUIRED CAPACITY Sample Clauses

USE OF THE ACQUIRED CAPACITY. Maxcom agrees to use the Acquired Capacity exclusively to carry out its business as a concessioned telecommunication services provider pursuant to all applicable laws and regulations and consistently with the Maintenance Agreement, the Inter Owner Agreement or any successor agreement thereof. Maxcom further agrees that it shall not, without the prior written authorization from Metro Net, or as otherwise provided herein,: (i) directly or indirectly, re-sell, lease or sublease the Acquired Capacity or the Optioned Capacity, except in compliance with mandatory provisions provided in applicable law; (ii) offer the Acquired Capacity or the Optioned Capacity in the form of "dark fiber" to any third party; (iii) grant or assign "irrevocable rights of usage" relating to the Acquired Capacity or the Optioned Capacity to any third party; (iv) connect the Acquired Capacity or the Optioned Capacity to end-user clients; or (v) use the Acquired Capacity or the Optioned Capacity in any manner that represents a breach of this Agreement. Maxcom and Metro Net also agree that Maxcom shall use the Acquired Capacity and any Optioned Capacity exclusively to connect Maxcom's Points-of-Presence ("POPs") and switches; in the understanding that the switches of other carriers may only be connected to the Acquired Capacity and any Optioned Capacity if they meet the criteria to become a Maxcom POP. For the purposes of this Capacity Sale Agreement, a Point-of-Presence shall be defined as any location or site in which Maxcom aggregates substantial traffic from two or more customers as evidenced by Maxcom-owned traffic concentration equipment (including radios, antennas and other equipment used to concentrate traffic collected by Maxcom) installed at such site. If Metro Net so requests, Maxcom shall furnish Metro Net with any information necessary to confirm that such location meets the criteria to be a Maxcom POP. A list of Maxcom's Initial POPs and a preliminary list of Maxcom's future POPs ("Maxcom's Designated POPs") is included in Appendix 3. Nothing provided herein shall be interpreted as a limitation for Maxcom to carry out its business as a concessioned telecommunication services provider pursuant to all applicable laws and regulations.
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Related to USE OF THE ACQUIRED CAPACITY

  • Consummation of the Acquisition On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

  • The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

  • Representations of the Acquired Funds In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

  • REPRESENTATIONS OF THE ACQUIRED FUND The Trust, on behalf of the Acquired Fund, represents and warrants to the Acquiring Fund, as follows:

  • COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND 5.1. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, deliver and transfer to the Buyer, all of the Assets and the Buyer shall buy and take possession of, all of the Sellers' right, title and interest in and to the Assets.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Selling Trust, on behalf of the Acquired Fund, or the Acquiring Trust, on behalf of the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

  • Documents Required from Subscriber 3.1 The Subscriber must complete, sign and return to the Company an executed copy of this Subscription Agreement.

  • Representations and Warranties of the Acquired Fund The Acquired Fund represents and warrants to and agrees with the Acquiring Fund that:

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