Orinter Acquisition Conditions means the following: (a) the Purchase Price for the Acquisition of the Orinter Acquisition Assets shall be comprised solely of Qualified Equity Interests of the Parent (and/or cash or Cash Equivalents constituting the proceeds of the issuance of Qualified Equity Interests of the Parent (to the extent not otherwise required to be applied to the Term Loans as Permitted Cure Equity or used to increase any basket under this Agreement)), (b) the Loans Parties shall be in compliance with clauses (a), (d), (e), (f), (h), (i) and (k) of the definition of “Permitted Acquisition”, (c) Mondee Brazil shall have executed and delivered to the Agents all agreements, instruments and other documents required by Section 7.01(b) on or prior to the date of the consummation of the Orinter Acquisition, and (d) the applicable Loan Parties and their Subsidiaries (including Orinter) shall have executed and delivered the Brazil Security Documents on or prior to the date set forth in Section 5(b) of the Amendment No. 10.
Orinter Acquisition Conditions means the following: (a) the Purchase Price for the Acquisition of the Orinter Acquisition Assets shall be comprised solely of Qualified Equity Interests of the Parent (and/or cash or Cash Equivalents constituting the proceeds of the issuance of Qualified Equity Interests of the Parent (to the extent not otherwise required to be applied to the Term Loans as Permitted Cure Equity or used to increase any basket under this Agreement)), (b) the Loans Parties shall be in compliance with clauses (a), (d), (e), (f), (h), (i) and (k) of the definition of “Permitted Acquisition”, (c) Mondee Brazil shall have executed and delivered to the Agents all agreements, instruments and other documents required by Section 7.01(b) on or prior to the date of the consummation of the Orinter Acquisition, and (d) the applicable Loan Parties and their Subsidiaries (including Orinter) shall have executed and delivered the Brazil Security Documents on or prior to the date set forth in Section 5(b) of the Amendment No. 10. “Orinter Acquisition Documents” means the Orinter Acquisition Agreement and all other agreements, instruments and other documents related thereto or executed in connection therewith. “Orinter Earnout Obligations” means the Earnout Obligations contemplated to be paid pursuant to Section 4.4 of the Orinter Acquisition Agreement (as in effect on the Amendment No. 10 Effective Date), in an aggregate amount not to exceed $10,000,000 during the term of this Agreement. “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.12(a)...