Acquisition Agreement Sample Clauses

Acquisition Agreement. As of the Closing Date, Borrowers have delivered to Agent a complete and correct copy of the LL 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 LL Acquisition Agreement complies with, and the LL Acquisition has been consummated in accordance with, all applicable laws. The LL Acquisition Agreement is in full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn.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 Seller, any Credit Party and other Persons referenced therein with respect to the transactions contemplated by the LL Acquisition Agreement have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the LL 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 Seller's representations or warranties in the LL 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 LL Acquisition Agreement is true and correct in all material respects. Notwithstanding anything contained in the LL 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 LL Acquisition.

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. 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. (a) The Company has made available to the Purchasers a true, correct and complete copy of the Acquisition Agreement (including any amendments thereto). (b) None of the Company or Company Subsidiaries is party to or bound by any agreement with Seller any of its Affiliates that would modify any of the Company’s rights under the Acquisition Agreement that has not been made available to the Purchasers. (c) The Company has made available to the Purchasers true, correct and complete copies of each Title Defect Notice and each Title Benefit notice (in each case, as defined under the Acquisition Agreement) delivered pursuant to the Acquisition Agreement (the “Notices”). There has not been any material written notice delivered by the Company to Seller or received by the Company from Seller, in each case pursuant to the express terms of the Acquisition Agreement, which relates to any matter other than Title Defects, Environmental Defects, Title Benefits or the Preliminary Settlement Statement (in each case, as defined under the Acquisition Agreement). Other than (a) the Notices and (b) any communications between the Company or any Company Subsidiary and Seller with respect to the Notices, any Title Defects or Title Benefits identified in any Notice (including any title curative efforts) and/or any objections or responses to matters identified in the Preliminary Settlement Statement, there has not been any written notice delivered by the Company to Seller or received by the Company from Seller, in each case pursuant to the express terms of the Acquisition Agreement, that has had or may reasonably be expected to have a material and adverse impact on (i) the Company, (ii) the Purchasers or (iii) the ability of the Company to consummate the transactions contemplated by the Transaction Documents or the transactions contemplated by the Acquisition Agreement. (d) At or prior to the Closing, without the prior written consent of the Purchasers (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not make or agree to make any amendments, supplements, waivers or other modifications to any provision of the Acquisition Agreement in a manner that would be materially adverse to the Company. For the avoidance of doubt, except as otherwise expressly provided herein, any reference to the transactions contemplated by this Agreement shall not include the Acquisition.

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.

Acquisition Agreement. 41 Affiliate.......................................60 Agreement........................................1