Acquisition Agreement. Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.
Acquisition Agreement. As of the Closing Date, Borrower has delivered to Agent a complete and correct copy of the Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The Acquisition Agreement complies with, and the Acquisition has been consummated in accordance with, all applicable laws. The Acquisition Agreement is in full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over any Seller, any Credit Party and other Persons referenced therein, with respect to the transactions contemplated by the Acquisition Agreement, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the Acquisition Agreement or to the conduct by any Credit Party of its business thereafter. To the best of each Credit Party's knowledge, none of the Sellers' representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. Each of the representations and warranties given by each applicable Credit Party in the Acquisition Agreement is true and correct in all material respects. Notwithstanding anything contained in the Acquisition Agreement to the contrary, such representations and warranties of the Credit Parties are incorporated into this Agreement by this Section 3.25 and shall, solely for purposes of this Agreement and the benefit of Agent and Lenders, survive the consummation of the Acquisition.
Acquisition Agreement. The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.
Acquisition Agreement. Premier and the Company shall have --------------------- executed and delivered, contemporaneously with this Purchase Agreement, the Acquisition Agreement by and between Premier and the Company, dated February 25, 1998, and Company shall not be in breach or default of its obligations and agreements thereunder.
Acquisition Agreement. None of the Loan Parties shall, nor shall they permit any of their Subsidiaries to, amend or modify, in each case in a manner that is materially adverse to the Lenders (in their capacities as such) the Acquisition Agreement without obtaining the prior written consent of the Administrative Agent.
Acquisition Agreement. Neither the Company nor any of its subsidiaries has entered into any outstanding acquisition or disposition agreements except as disclosed in the Prospectus.
Acquisition Agreement. Such Principal Shareholder understands and acknowledges that Parent and Acquisition Corp. are entering into the Acquisition Agreement in reliance upon execution and delivery of this Agreement by such Principal Shareholder.
Acquisition Agreement. On the Closing Date, (i) the Acquisition Agreement had not been amended or modified, nor had any material condition thereof been waived by Holdings or the Borrower, (ii) all conditions to the obligations of Holdings and the Borrower to consummate the transactions contemplated by the Acquisition Agreement were satisfied or waived in accordance with Section 4.01(h), (iii) all funds advanced on the Closing Date by the Lenders have been used in accordance with Section 5.14 of the Existing Credit Agreement and (iv) the transactions contemplated by the Acquisition Agreement were consummated in accordance with the Acquisition Agreement in all material respects and all applicable requirements of Law.
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Acquisition Agreement. As of the Closing Date, the Acquisition Agreement is in full force and effect in accordance with the terms thereof.
