Xxxxxxxx Acquisition. The Term Agent shall have received evidence in form satisfactory to it that the Xxxxxxxx Acquisition shall have been (or shall be concurrently) consummated on the Closing Date in accordance with the Xxxxxxxx Acquisition Agreement, and no material terms or conditions of such Xxxxxxxx Acquisition Agreement (other than any immaterial terms or conditions) shall have been waived without the consent of the Term Agent;
Xxxxxxxx Acquisition. As of the Closing Date and immediately prior to (or contemporaneous with) the making of the initial Loans:
(i) the Xxxxxxxx Acquisition Documents are in full force and effect, no material breach, default or waiver of any term or provision thereof by the Borrower or any of its Subsidiaries or, to the best of the Borrower's knowledge, the other parties thereto, has occurred (except for such breaches, defaults and waivers, if any, consented to in writing by the Agents) 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, the Xxxxxxxx Acquisition;
(ii) the representations and warranties of the Borrower contained in the Xxxxxxxx Acquisition Documents, if any, are true and correct in all material respects;
(iii) except as set forth in SCHEDULE 6.18 to this Agreement, all material conditions precedent to, and all material consents necessary to permit, the Xxxxxxxx Acquisition pursuant to the Xxxxxxxx Acquisition Documents have been satisfied or waived, the Xxxxxxxx Acquisition has been consummated in accordance with the Xxxxxxxx Acquisition Documents, and the Borrower has obtained good and marketable title to the "Business Assets" (as defined in the Asset Purchase Agreement) free and clear of any Liens other than Liens permitted under SECTION 7.3(C).
Xxxxxxxx Acquisition. The Borrower shall not, and shall not permit any of its Subsidiaries to, acquire an interest in the consulting business or assets (as defined by GAAP) or any other assets (as defined by GAAP) of Xxxxxx Xxxxxxxx LLP ("Xxxxxx Xxxxxxxx") or its subsidiaries, whether directly or indirectly (e.g. through formation of, merger with, or acquisition or purchase from, any Persons which acquire such assets) (the "Xxxxxxxx Acquisition", it is acknowledged that upon satisfaction of all of the conditions set forth in this Section 7.2.6.2 and of Section 7.2.6.1, the Xxxxxxxx Acquisition shall constitute a "Permitted Acquisition") unless:
(i) the Borrower shall make the deliveries referred to in subclause (v) of clause (2) of Section 7.2.6.1 at least ten (10) Business Days prior to the date of such Xxxxxxxx Acquisition and shall include with such delivery copies of the current draft documents relating to the Xxxxxxxx Acquisition,
(ii) the Borrower shall have complied with each of the requirements contained in clause (2) (and subclauses (i) through (viii) thereof) of Section
7.2.6.1 except that (a) the Borrower may compute its EBITDA according to the procedures and subject to the adjustments set forth on Schedule 7.2.6 and shall be required to deliver only those historical financial statements of Xxxxxx Xxxxxxxx listed on such Schedule 7.2.6 (which statements include all historical financial statements delivered by Xxxxxx Xxxxxxxx to the Borrower),
(iii) a Supermajority of the Banks, in their sole discretion, shall have approved of such Xxxxxxxx Acquisition; and
(iv) on or before the closing of such Xxxxxxxx Acquisition, (1) all required approvals shall have been obtained, including approvals of any Official Body and such acquisition shall be consummated in accordance with applicable Law and the acquisition documents, and (2) the Borrower shall have delivered to the Administrative Agent a copy of each opinion, report, and other document required to be delivered pursuant to the acquisition documents (or when available drafts thereof for review prior to closing).
Xxxxxxxx Acquisition. The Xxxxxxxx Acquisition shall be consummated in all material respects substantially concurrently with the initial funding of the Loans under the Amended Credit Agreement on the Amendment Effective Date in accordance with the terms of the Xxxxxxxx Acquisition Agreements, in each case after giving effect to any amendments, waivers or modifications thereto or consents thereunder, other than any such amendments, waivers or modifications thereto or consents thereunder that are materially adverse to the Lenders (in each case in their capacity as such), it being understood that (a) any change to the definition of “Company Material Adverse Effect” contained in any Xxxxxxxx Acquisition Agreement, (b) any (i) increase in the amount of the purchase price which is not funded by an increase in the Unadjusted Common Unit Consideration (as defined in the relevant Xxxxxxxx Acquisition Agreement) or by cash equity contributions or (ii) any decrease in the combined purchase price in an amount exceeding 10% of the combined initial purchase price under the Xxxxxxxx Acquisition Agreements, (c) any change in the third party beneficiary rights in any Xxxxxxxx Acquisition Agreement applicable to the Joint Lead Arrangers and the Lenders, (d) any change in the governing law of any Xxxxxxxx Acquisition Agreement or (e) any amendment to any Xxxxxxxx Acquisition Agreement that would exclude Oil and Gas Properties from the Xxxxxxxx Acquisition (or any exercise by the Borrower of any right to exclude Oil and Gas Properties from the Xxxxxxxx Acquisition) with an aggregate allocated value (as set forth in the Xxxxxxxx Acquisition Agreements) in excess of 10% of the combined initial purchase price under the Xxxxxxxx Acquisition Agreements shall, in each case, be deemed to be materially adverse to the interests of the Lenders unless approved by the Joint Lead Arrangers in writing.
Xxxxxxxx Acquisition. The Xxxxxxxx Acquisition complies in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, shareholder and other consents and approvals required for the consummation of the Xxxxxxxx Acquisition have been, or prior to the consummation thereof will be, (i) duly waived or (ii) duly obtained and in full force and effect.
Xxxxxxxx Acquisition. A certificate of a Senior Officer of the Company attaching a copy of the fully executed Asset Purchase Agreement (the “Xxxxxxxx Acquisition Agreement”), by and among the Company, Xxxxxxxx, the shareholders of Xxxxxxxx and Huron Consulting Services LLC, together with all amendments, modifications, supplements and attachments and certifying each of the following: (i) there have been no material modifications to the Xxxxxxxx Acquisition Agreement attached to such certificate, (ii) the Xxxxxxxx Acquisition has been, or contemporaneously with the closing and initial funding under this Amendment, will be consummated in accordance with the terms of the Xxxxxxxx Acquisition Agreement and in compliance, in all material respects, with applicable laws and regulatory approvals, (iii) there has not occurred a Material Adverse Effect (as such term is defined in the Xxxxxxxx Acquisition Agreement), (iv) all governmental, shareholder and third party consents (including Xxxx-Xxxxx-Xxxxxx clearance) and approvals necessary in connection with the Xxxxxxxx Acquisition and the related financings and other transactions contemplated in connection therewith have been obtained, if required, and all applicable waiting periods have expired without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on the Company or the Company and its Subsidiaries on a consolidated basis, and (iv) the total aggregate consideration paid or to be paid in connection with the Xxxxxxxx Acquisition does not exceed $218,000,000 to be paid at closing, together with earn-out or other contingent payments after closing as provided for in the Xxxxxxxx Acquisition Agreement.
Xxxxxxxx Acquisition. The purchase by the Borrower of certain assets substantially on the terms set forth in the Purchase Agreement. XXXXXXXX ACQUISITION CLOSING DATE: The date on which the conditions set forth in the Purchase Agreement have been satisfied or waived and the Xxxxxxxx Acquisition has occurred. HAZARDOUS SUBSTANCES. Any hazardous waste, as defined by 42 U.S.C. section 6903(5), any hazardous substances as defined by 42 U.S.C. section 9601(14), any pollutant or contaminant as defined by 42 U.S.C. section 9601(33) and any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws.
Xxxxxxxx Acquisition. The transaction in which the Borrower purchased certain of the assets and business of BNB and its affiliates consisting of thirty-nine (39) restaurants pursuant to the Asset Purchase Agreement on November 30, 1994.
Xxxxxxxx Acquisition. On or before January 9, 1998, the Borrower hereby agrees that (i) the acquisition of the Purchased Assets shall be consummated in accordance with the terms of the Xxxxxxxx Purchase Agreement and all applicable law and (ii) it will provide the Bank with the final Xxxxxxxx Purchase Agreement, together with all exhibits and schedules thereto, certified by an officer of the Borrower.
Xxxxxxxx Acquisition. The acquisition by the Borrower of all of the Capital Stock of Xxxxxxxx pursuant to the Xxxxxxxx Acquisition Documents. Xxxxxxxx Acquisition Agreement. The Stock Purchase Agreement, dated as of March 7, 1998, by and among Xxxxxxxx, the stockholders named therein, and Compass LLC.
