Acquisition Agreements Sample Clauses
Acquisition Agreements. Acquisitions may, from time to time, enter into a letter of intent or other acquisition agreement with respect to a subject Real Estate Asset in its own name to facilitate, among other things, the offer to, and possible purchase by, the Company of the subject Real Estate Asset. In any such case, if the Company exercises its right of first refusal with respect to, and elects to pursue the acquisition of, the subject Real Estate Asset, and the Company is willing to enter into an agreement to acquire the subject Real Estate Asset, then upon the Company’s request Acquisitions shall assign the letter of intent or other acquisition agreement to the Company or its designee.
Acquisition Agreements. If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.
Acquisition Agreements. To the extent that any of the acquisition agreements set forth on Schedule 6.16 (the "Acquisition Agreements") are not assignable without the consent of another party, such consent is not obtained and there is hereafter discovered any event or occurrence for which Purchaser would have been entitled to indemnification if such Acquisition Agreement had been assigned to Purchaser (an "Indemnification Claim"), Seller shall, upon receipt of written notice from Purchaser, pursue such Indemnification Claim on Purchaser's behalf. Purchaser shall control the investigation, defense and settlement (including choice of counsel in its sole discretion) of any Indemnification Claim. Seller shall make available to Purchaser, its counsel and other representatives, all information and documents available to it which relate to such Indemnification Claim. Seller shall also render to Purchaser such assistance and cooperation as may reasonably be required to ensure the proper and adequate pursuit of such Indemnification Claim. Upon receipt of any recoveries (including pursuant to any settlement, arbitration, judicial proceeding or otherwise) relating to any such Indemnification Claim, Seller shall promptly deliver to Purchaser such recoveries upon receipt thereof. Seller shall remit and turn-over to Purchaser any recovery in any such claim and such recovery shall be deemed to be an Acquired Asset.
Acquisition Agreements. Immediately following the consummation of this transaction and the Other Transactions (and after giving effect to the conversion of the Class C Stock and the Convertible Notes into Class B Stock), the Purchaser and its Affiliates will own a majority of the voting common stock of the Company then entitled to vote in the election of the Company's directors.
Acquisition Agreements. Other than in connection with any Securitization Transaction, any Contract for the acquisition, sale or lease of any material properties, operating business or assets of or by a Target Company (by merger, purchase or sale of assets or otherwise), in each case under which any Target Company has any material indemnification or other continuing obligations;
Acquisition Agreements. There are no agreements relating to the acquisition of the stock, business or Assets of Company to which Company is a party, other than this Agreement.
Acquisition Agreements. As soon as practicable following the earlier to occur of the consummation of the proposed acquisition or the funding of an Acquisition Facility Loan to be used for the proposed acquisition: (a) Agent shall have received executed copies of the Acquisition Agreements relating to the proposed acquisition and shall, in the ordinary course of business, have forwarded copies thereof to the Lenders; (b) the Acquisition Agreements shall be in full force and effect and no material term or condition thereof shall have been materially amended, modified, or waived after the execution thereof (other than solely to extend the date by which the proposed acquisition is required to occur) except those for which prior written notice was provided to Agent; (c) none of the parties to the Acquisition Agreements shall have failed to substantially perform any material obligation or covenant required by the Acquisition Agreement to be performed or complied with by it on or before the date of the closing of the proposed acquisition unless waived with the consent of the Agent; and (d) Agent shall have received a certificate from the acquiring Company's chief executive officer or chief financial officer to the effect set forth in clauses (a), (b) and, to his knowledge, (c) above.
Acquisition Agreements. The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding.
Acquisition Agreements. The Acquisition Agreements pursuant to which the Company expects to acquire the Additional Hotels (including any Additional Hotels which the Company may determine to acquire after the Closing Time) are in full force and effect. The Company intends and reasonably expects to consummate the acquisition and lease of all Additional Hotels not owned or acquired by it as of the Closing Time as expeditiously as possible after the Closing Time, including as and when the construction of certain of such properties is completed.
Acquisition Agreements. The Borrower shall have received the consent of the Requisite Lenders to the Acquisition to be funded by a Delayed Draw Term Loan on the Delayed Draw Date and the Lenders shall have received the acquisition agreement and all other material agreements, instruments and documents executed in connection with any such Acquisition to be consummated on such Delayed Draw Date (including without limitation all schedules and exhibits to the relevant acquisition agreement) in each case in form and substance satisfactory to them. Concurrently with the funding of the Term Loans on such Delayed Draw Date, any such Acquisition shall have been consummated in accordance with the terms of such acquisition agreement in all material respects and in compliance with applicable law and regulatory approvals.