Xxxxx Acquisition. Prior to issuance of a security badge(s), designated LICENSEE personnel who will be working onsite, and engaged in the performance of work under this LICENSE, must pass Airport’s screening requirements, which includes an F.B.I. Criminal History Records Check and a Security Threat Assessment, and shall pay any applicable fees. Upon successful completion of the background checks, LICENSEE designated personnel will be required to attend a 3-hour SIDA class and pass a written test. Those personnel who may be permitted by the Airport to drive on the Airport Operations Area (AOA) perimeter road must also complete a Driver’s Training class and written test. Airport identification badges are not issued until designated LICENSEE personnel have: 1) completed appropriate application forms and submitted proof of identity and employment eligibility, 2) passed both background checks, 3) completed and passed appropriate classroom training and 4) paid an identification badge fee for each badged person. LICENSEE should anticipate a minimum of ten (10) business days to complete the security badge process if all requirements listed above are fulfilled by individual badge applicants in a timely manner. LICENSEE’s designated personnel must successfully complete the badge acquisition process, unless other arrangements have been approved by the Airport. LICENSEE shall be responsible for all applicable fees and costs associated with the background checks and badging process. The amount of such fees is subject to change without notice.
Xxxxx Acquisition. (a) The XXXXx Acquisition Agreement is in full force and effect, no material breach, default or waiver of any term or provision thereof by the Counterparty or, to the best of the Counterparty’s knowledge, the other parties thereto, has occurred and no action has been taken by any competent authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, any component of the XXXXx Acquisition Transaction.
(b) At the time of consummation of the XXXXx Acquisition Transaction, each component of the XXXXx Acquisition Transaction shall have been consummated in accordance with the terms of the XXXXx Acquisition Agreement and all applicable laws.
(c) At the time of consummation of the XXXXx Acquisition Transaction, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities and third parties required in order to make or consummate each component of the XXXXx Acquisition Transaction shall have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained).
(d) All applicable waiting periods with respect to the XXXXx Acquisition Transaction have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the consummation of any component of the XXXXx Acquisition Transaction.
(e) At the time of consummation of the XXXXx Acquisition Transaction, no action, suit or proceeding (including, without limitation, any inquiry or investigation) is pending or threatened against any Transaction Party or with respect to the XXXXx Acquisition Agreement, the XXXXx Acquisition Transaction, the financing contemplated hereby or any documentation executed in connection therewith, unless such action, suit or proceeding could not reasonably be expected to result in a Material Adverse Effect, and no injunction or other restraining order is issued or a hearing therefore pending or noticed with respect to the XXXXx Acquisition Agreement, the XXXXx Acquisition Transaction, this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby.
Xxxxx Acquisition. The Xxxxx Acquisition has been consummated substantially in accordance with the terms of the Xxxxx Acquisition Agreement; Parent has become the owner of all capital stock of Xxxxx; and Xxxxx is a wholly-owned Subsidiary of Parent.
Xxxxx Acquisition. Upon the closing (if any) of the XxXxx Acquisition, each of the representations and warranties made by the Borrower and, to the best of the Borrower's knowledge, XXXX Corp. contained in the XxXxx Asset Purchase Agreement or the XxXxx Stock Purchase Agreement shall have been true and correct in all material respects when made and shall continue to be true and correct in all material respects on the date of such closing, except to the extent that any of such representations and warranties relate, by the express terms thereof, solely to a date falling prior to the date of such closing, and except to the extent that any of such representations and warranties may have been affected by the consummation of the transactions contemplated and permitted or required by the XxXxx Asset Purchase Agreement or the XxXxx Stock Purchase Agreement.
Xxxxx Acquisition. Bank has received evidence acceptable to Bank in its sole and absolute discretion that the Xxxxx Acquisition has closed and all Xxxxx Acquisition Assets have been acquired by and transferred to RFAC free and clear of liens and encumbrances other than the Approved Existing Liens, and that the Ground Lease has been acquired by and transferred to RFAC free and clear of liens and encumbrances other than those approved by Bank.
Xxxxx Acquisition. Prior to closing, Lender shall have received, reviewed and approved the terms of the Xxxxx Acquisition Agreement, including all disclosure schedules attached thereto or required to be delivered thereby, together with a copy of the audited financial statements of Xxxxx for its fiscal year ended January 31, 1997. At closing, Lender shall have received evidence satisfactory to it that: (i) the Xxxxx Acquisition has been consummated substantially in accordance with the terms of the Xxxxx Acquisition Agreement, as received, reviewed and approved by Lender; (ii) not less than Two Million Dollars ($2,000,000), in cash equity, has been contributed by Parent to finance the Xxxxx Acquisition; (iii) not less than Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in Subordinated Debt shall have been issued by Parent to the shareholders of Xxxxx to finance the Xxxxx Acquisition; and (iv) not less than One Million Dollars ($1,000,000) of the obligations due Xxxxxxx X. Xxxxxxx, Xx. in connection with the Xxxxx Acquisition shall have been satisfied by the issuance of capital stock of Parent.
Xxxxx Acquisition. The consent provided in this Section 2, either alone or together with other consents which Lender may give from time to time, shall not, by course of dealing, implication or otherwise, obligate Lender to consent to any other creation, formation, purchase or other acquisition of a Domestic Subsidiary of any Loan Party, past, present or future, other than the X.X. Xxxxx Acquisition specifically consented to by this Amendment, or reduce, restrict or in any way affect the discretion of Lender in considering any future consent requested by the Loan Parties. In addition, the Loan Parties have requested that Lender consent to the release of the Individual Guaranty. Upon the execution and delivery of this Amendment by the Loan Parties and the satisfaction of its terms, Lender will execute and deliver to Xx. XxXxxxxx the Release of Guaranty in the form of Exhibit A attached hereto, releasing of the Individual Guaranty. The release of the Individual Guaranty effected in connection with this Amendment, either alone or together with other consents, or releases of guaranty, as applicable, which Lender may give from time to time, shall not, by course of dealing, implication or otherwise, obligate Lender to release any other guaranty, in any case past, present or future, other than the Individual Guaranty, or reduce, restrict or in any way affect the discretion of Lender in considering any future consent for a release requested by the Loan Parties.
Xxxxx Acquisition. The Xxxxx Acquisition shall have been (or contemporaneously with the Seventh Amendment Effective Date shall be) consummated in accordance with the terms of the Xxxxx Acquisition Agreement (and in connection therewith, the Borrower shall have acquired the proved Oil and Gas Properties evaluated in the Xxxxx Acquisition Reserve Report), without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), it being understood and agreed that, without limitation, (a) any change to the definition of “Seller Material Adverse Effect” contained in the Xxxxx Acquisition Agreement, (b) any increase in the amount of the purchase price for the Xxxxx Acquisition (except pursuant to the express terms of the Xxxxx Acquisition Agreement as in effect on June 27, 2022 and, otherwise, except to the extent such increase is funded solely with the proceeds of common equity issued by the Parent), (c) any change in the third party beneficiary rights in the Xxxxx Acquisition Agreement applicable to the Arrangers and the Lenders, or (d) any change in the governing law of the Acquisition Agreement, shall, in each case, be deemed to be materially adverse to the interests of the Lenders) unless approved by the Administrative Agent in its sole discretion.
Xxxxx Acquisition. The Administrative Agent shall have received a certificate, executed by a Responsible Officer of the Company, in substantially the form of Exhibit N-2, confirming that (i) the Xxxxx Acquisition Agreement and all other material Xxxxx Acquisition Documents have been executed and delivered in escrow by all applicable parties thereto, (ii) the consent and approval of all members, shareholders, boards of directors, managers, governmental entities, and material third parties necessary for the consummation of the Xxxxx Acquisition have been obtained, (iii) contemporaneous with the funding of the Loans to be funded on the Xxxxx Acquisition Closing Date, all conditions precedent to the closing of the Xxxxx Acquisition shall have been satisfied, (iv) after giving effect to the closing of the Xxxxx Acquisition and the funding of all Loans to be funded on the Xxxxx Acquisition Closing Date, the Company is, individually, and together with its Subsidiaries on a Consolidated Basis, Solvent, and (v) after giving effect to the closing of the Xxxxx Acquisition and the funding of all Loans to be funded on the Xxxxx Acquisition Closing Date, the Loan Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 7.11, as demonstrated by financial covenant calculations to be attached to such certificate.
Xxxxx Acquisition. The Company (or one of its wholly owned Subsidiaries) shall have entered into definitive purchase agreements, in form and substance satisfactory to the Buyers, with the shareholder of Xxxxx Xxxxxxx Electronics, Inc. pursuant to which the Company (or one of its wholly owned Subsidiaries) will purchase all of the capital stock of such entities substantially simultaneously with the Closing.
