Common use of Acquisition Agreement Clause in Contracts

Acquisition Agreement. As of the Closing Date, the Borrower has delivered to the 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). Neither the Borrower nor any other party thereto is in default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws and the Acquisition has been consummated in accordance with applicable laws and regulations. The Acquisition Agreement is in full force and effect as of the Closing Date, has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Borrower or its Subsidiaries, 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 the Borrower or any Subsidiary of its business thereafter. To the best of Borrower's knowledge, none of the Seller's representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts therein not misleading. Each of the representations and warranties given by the Borrower 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 Borrower are incorporated into this Agreement by this Section 8.33 and shall, solely for purposes of this Agreement and the benefit of the Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (LDM Technologies Inc), Loan and Security Agreement (LDM Technologies Co)

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Acquisition Agreement. As of the Closing Date, the Borrower has delivered to the 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). Neither the Borrower nor any No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition has been consummated in accordance with with, all applicable laws and regulationslaws. The Acquisition Agreement is in full force and effect as of the Closing Date, Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Borrower or its Subsidiariesany 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 the Borrower or any Subsidiary Credit Party of its business thereafter. To the best of Borrowereach Credit Party's knowledge, none of the Seller's Sellers' representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the Borrower 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 Borrower Credit Parties are incorporated into this Agreement by this Section 8.33 3.25 and shall, solely for purposes of this Agreement and the benefit of the Agent and Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition AgreementAcquisition.

Appears in 2 contracts

Samples: Credit Agreement (Black Warrior Wireline Corp), Credit Agreement (Black Warrior Wireline Corp)

Acquisition Agreement. As of the Closing Date, the Borrower has Borrowers have delivered to the 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). Neither the Borrower nor any 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 is in compliance with applicable laws complies with, and the LL Acquisition has been consummated in accordance with with, all applicable laws and regulationslaws. The LL Acquisition Agreement is in full force and effect as of the Closing Date, Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Borrower or its SubsidiariesSeller, any Credit Party and other Persons referenced therein, therein with respect to the transactions contemplated by the LL Acquisition Agreement, 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 the Borrower or any Subsidiary Credit Party of its business thereafter. To the best of Borrowereach 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 facts statements therein not misleading. Each of the representations and warranties given by the Borrower 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 Borrower Credit Parties are incorporated into this Agreement by this Section 8.33 3.25 and shall, solely for purposes of this Agreement and the benefit of the Agent and Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition AgreementLL Acquisition.

Appears in 2 contracts

Samples: Credit Agreement (Rand Logistics, Inc.), Credit Agreement (Rand Acquisition CORP)

Acquisition Agreement. As of the Closing Date, the Borrower has Borrowers have delivered to the Agent Agents 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). Neither the Borrower nor any No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition acquisition of the Transferred Assets has been consummated in accordance with with, all applicable laws and regulationslaws. The Acquisition Agreement is in full force and effect as of the Closing Date, Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Borrower or its SubsidiariesSeller, any Credit Party and other Persons referenced therein, therein with respect to the transactions contemplated by the Acquisition Agreement, have Agreement has 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 the Borrower or any Subsidiary Credit Party of its business thereafter. To the best of Borrowereach Credit Party's knowledge, none of the Seller's representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the Borrower 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 Borrower Credit Parties are incorporated into this Agreement by this Section 8.33 4.24 and shall, solely for purposes of this Agreement and the benefit of the Agents and Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition AgreementAcquisition.

Appears in 1 contract

Samples: Credit Agreement (Coffeyville Resources, Inc.)

Acquisition Agreement. As of the Closing Date, the Borrower has Borrowers have delivered to the 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). Neither the Borrower nor any No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition has been consummated in accordance with with, all applicable laws and regulationslaws. The Acquisition Agreement is in full force and effect as of the Closing Date, Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Borrower or its SubsidiariesSeller, any Credit Party and other Persons referenced therein, therein with respect to the transactions contemplated by the Acquisition Agreement, 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 the Borrower or any Subsidiary Credit Party of its business thereafter. To the best of Borrowereach Credit Party's knowledge, none of the Seller's representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the Borrower 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 Borrower Credit Parties are incorporated into this Agreement by this Section 8.33 SECTION 3.24 and shall, solely for purposes of this Agreement and the benefit of the Agent and Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition AgreementAcquisition.

Appears in 1 contract

Samples: Credit Agreement (Inverness Medical Innovations Inc)

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Acquisition Agreement. As of the Closing Date, the Borrower has Borrowers have delivered to the 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). Neither the No Borrower nor any and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The , and the Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition has been consummated in accordance with with, all applicable laws and regulationslaws. 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 the Seller, any Borrower or its Subsidiaries, 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 the any Borrower or any Subsidiary of its business thereafter. To the best of each Borrower's knowledge, none of the Seller's representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the each applicable Borrower 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 Borrower Borrowers are incorporated into this Agreement by this Section 8.33 3.24 and shall, solely for purposes of this Agreement and the benefit of the Agent and Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition AgreementAcquisition.

Appears in 1 contract

Samples: Credit Agreement (Wpi Group Inc)

Acquisition Agreement. As of the Closing Datedate hereof, the Borrower has delivered to the 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). Neither the Borrower nor any Guarantor, and to the knowledge of Borrower, no other Person party thereto is in material default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition has been consummated in accordance with with, all laws applicable laws to Holdings, Borrower and regulationsBorrower's Subsidiaries. The Acquisition Agreement is in full force and effect as of the Closing Date, date hereof and has not been terminated, rescinded or withdrawn. All requisite material approvals by Governmental Authorities having jurisdiction over the Borrower or its SubsidiariesSeller, Borrower, Guarantors and other Persons referenced therein, therein with respect to the transactions contemplated by the Acquisition Agreement, 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 the Borrower or any Subsidiary of its business thereafterAgreement. To the best of Borrower's knowledgeKnowledge, none of the Seller's representations or and warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the Borrower 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 Borrower are incorporated into this Agreement by this Section 8.33 and shall, solely for purposes of this Agreement and the benefit of the Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition Agreement.68

Appears in 1 contract

Samples: Loan and Security Agreement (Gsi Group Inc)

Acquisition Agreement. As of the Closing Date, the Borrower has delivered to the 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). Neither the Borrower nor any No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition has been consummated in accordance with with, all applicable laws and regulationslaws. 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 the Borrower or its SubsidiariesSeller, 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 the Borrower or any Subsidiary Credit Party of its business thereafter. To the best of Borrowereach Credit Party's knowledge, none of the Seller's representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts therein not misleading. Each of the representations and warranties given by the Borrower 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 Borrower Credit Parties are incorporated into this Agreement by this Section 8.33 3.24 and shall, solely for purposes of this Agreement and the benefit of the Agent and the Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition AgreementAcquisition.

Appears in 1 contract

Samples: Credit Agreement (Wilsons the Leather Experts Inc)

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