Xxxxxx Acquisition. The Acquisition shall be consummated simultaneously with the funding of the initial Loans hereunder, which shall occur on or before September 23, 2010, on the terms and conditions set forth in the Acquisition Agreement, which must meet the Xxxxxx Purchase Parameters, without any amendment, modification, waiver or material consents by TGI thereto, that are materially adverse to the interests of the Banks and that are not consented to by the Administrative Agent in its reasonable discretion. The Loan Parties shall provide evidence to the satisfaction of the Administrative Agent that the Xxxxxx Purchase Parameters have been met.
Xxxxxx Acquisition. (a) The Xxxxxx Acquisition Documents are in compliance with all Applicable Laws relevant to the Scheme. (b) Bidco is a direct Wholly-Owned Subsidiary of SNC.
Xxxxxx Acquisition. The Agent shall have received a certified copy of each of:
(i) that certain Share Purchase Agreement, dated as of the date hereof, among Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxx Bros., Inc. (“TBI”), Murlark Properties, LLC (“Murlark”), Bluegrass Holdings, LLC (“Bluegrass”), and the Parent,
(ii) that certain Buy-Sell and Option Agreement, made and entered into effective as of April 1, 2014, among Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, the Parent, TBI and Murlark,
(iii) that certain Escrow Agreement, dated as of the date hereof, among Xxxxx X. Xxxxxx, the Parent and U.S. Bank National Association, and
(iv) the Organic Documents of each of TBI and Murlark including, without limitation, that certain Management Operating Agreement with respect to each of TBI, Murlark and Bluegrass, dated as of the date hereof, among TBI, Murlark and Bluegrass, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and the Parent, in each case including all schedules, exhibits, amendments, supplements, modifications, assignments and all other material documents delivered pursuant thereto or in connection therewith, each in form and substance satisfactory to the Required Lenders.
Xxxxxx Acquisition. The representations and warranties by EXCO and its Subsidiaries party thereto and, to its Knowledge, the other parties to the Xxxxxx Acquisition Agreement are true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which are true and correct in all respects). EXCO and its Subsidiaries have, and to EXCO’s Knowledge the other parties thereto have, complied in all material respects with all of their respective covenants and other agreements in the Xxxxxx Acquisition Agreement. Except as contemplated by that certain First Amendment to Purchase and Sale Agreement and Assignment of Partial Interest in Purchase and Sale Agreement, to be executed immediately prior to the closing of the Xxxxxx Acquisition, neither the Xxxxxx Acquisition Agreement nor any related documents or agreements have been amended, modified or supplemented in any material respect, and none of the conditions to the closing of the Xxxxxx Acquisition in any such document or agreement has been waived. Without limiting the foregoing, EXCO is not aware of any facts, events or circumstances which, individually or in the aggregate, currently or with the passage of time, could reasonably be expected to prevent or materially delay the consummation of the Xxxxxx Acquisition.
Xxxxxx Acquisition. (i) Substantially concurrently with the funding of the Fifth Amendment Term Loans on the Fifth Amendment Effective Date, (A) the Xxxxxx Acquisition shall have been consummated in accordance with applicable law and the Xxxxxx Acquisition Documents, in each case in all material respects and (B) all conditions to the consummation of the Xxxxxx Acquisition set forth in the Xxxxxx Acquisition Documents shall have been satisfied (or waived to the extent such waivers are not materially adverse to the interests of the Lenders) and (ii) the Administrative Agent shall have received all of the material Xxxxxx Acquisition Documents, which shall be reasonably satisfactory to the Administrative Agent, in its reasonable discretion.
Xxxxxx Acquisition. All conditions to the consummation and effectiveness of the Xxxxxx Acquisition shall have been met (other than the payment of the purchase price) and the Administrative Agent shall have received evidence to confirm that, concurrent with the making of the initial Advances funded hereunder on the Closing Date, the Xxxxxx Acquisition shall have been consummated on terms set forth in the Xxxxxx PSA for a purchase price not greater than $10,000,000 (subject to a working capital adjustment per the terms of the Xxxxxx PSA) and the Administrative Agent shall have completed and be satisfied with the results of its legal and business due diligence review of the Xxxxxx Acquisition, including (i) the tax aspects thereof, (ii) the environmental due diligence, (iii) accounting due diligence and (iv) the valuation and condition of the inventory and fixed assets thereof. Furthermore, the Administrative Agent shall have received evidences of lien releases for liens which encumber any of the Properties of the Xxxxxx Company in form and substance satisfactory to the Administrative Agent.
Xxxxxx Acquisition. The acquisition of the rights as exclusive provider of DIRECTV services in certain rural areas of Texas and Michigan pursuant to the Xxxxxx Acquisition Agreement.
Xxxxxx Acquisition. To the Company's knowledge, The ------------------ representations and warranties of the Xxxxxx Power Shovel Company, Xxxxxx Power Shovel Pty. Ltd., INTOOL International B.V., and Global-GIX Canada Inc. (collectively, the "Xxxxxx Xxxxxxx") and Global Industrial Technologies, Inc. -------------- ("Xxxxxx Parent") as set forth in that certain Asset Purchase Agreement, dated --------------- as of July 21, 1997 by and among the Xxxxxx Xxxxxxx and Xxxxxx Parent and the Company, Bucyrus (Australia) Proprietary Ltd., Bucyrus (Africa) (Proprietary) Limited and Bucyrus Canada Limited (the "Xxxxxx Agreement") are true and correct ---------------- in all material respects. The purchase by the Company of certain assets of the Xxxxxx Xxxxxxx and Xxxxxx Parent pursuant to the Xxxxxx Agreement shall be referred to herein as the "Xxxxxx Acquisition." ------------------
Xxxxxx Acquisition. The Xxxxxx Acquisition shall be ------------------ consummated substantially on the terms set forth in the Xxxxxx Acquisition Agreement. The total cost to VWR and its Subsidiaries to consummate such transaction shall not exceed $401,000,000 plus the cost of acquiring certain ---- accounts receivable at closing in an amount not to exceed an additional $30,000,000 in the aggregate, plus the cost of acquiring certain inventory as ---- contemplated by Section 7 of the Services Agreement, a copy of which agreement is attached as Exhibit VII to the Proxy Statement, plus certain fees for ---- services rendered in connection with the acquisition, all as contemplated in the Xxxxxx Acquisition Agreements, and the Agents shall be satisfied with all material aspects of the Xxxxxx Acquisition.
Xxxxxx Acquisition. The Borrower has heretofore delivered to the Agent a true and correct copy of the Xxxxxx Stock Purchase Agreement and, except to the extent consented to in writing by the Agent, the Xxxxxx Stock Purchase Agreement has not been amended or modified in any respect and no condition to the effectiveness thereof or the obligations of the Borrower or Acquisition Corp. thereunder has been waived. The Borrower and, to the best of the Borrower's knowledge, Xxxxxx, have all necessary right, power, and authority to consummate the transactions contemplated by the Xxxxxx Stock Purchase Agreement and to perform all of their obligations thereunder. The Xxxxxx Stock Purchase Agreement has been duly authorized, executed, and delivered by the Borrower and Acquisition Corp. and, to the best of the Borrower's knowledge, Xxxxxx, and the Xxxxxx Stock Purchase Agreement constitutes the valid and binding obligation of the Borrower and Acquisition Corp. and to the best of the Borrower's knowledge, Xxxxxx, enforceable against each of them in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and the Xxxxxx Stock Purchase Agreement does not, nor does the observance or performance by the Borrower or Acquisition Corp. or, to the best of the Borrower's knowledge, Xxxxxx, of any of the matters and things therein provided for, contravene or constitute a default under any provision of law or any judgment, injunction, order, or decree binding upon such Person or any provision of the charter, articles of incorporation, or by-laws of such Person or any covenant, indenture, or agreement of or affecting such Person or any of its Property, or result in the creation or imposition of any Lien on any such Person's Property. No authorization, consent, license, or exemption from, or filing or registration with, any court or governmental department, agency, or instrumentality, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery, or performance by the Borrower or Acquisition Corp. or, to the best of the Borrower's knowledge, Xxxxxx, of the Xxxxxx Stock Purchase Agreement or of any other instrument or document executed and delivered in connection therewith, except for such thereof that have he...
