Acquisition Criteria Sample Clauses

Acquisition Criteria. In addition, the Companies' ability to consummate any Permitted Acquisition and to borrow Revolving Loans for the purpose of consummating any Permitted Acquisition is subject to the Parent providing the Agent with evidence of the following, as applicable: (a) Parent has completed due diligence on the Target and the assets to be acquired, as the case may be, reasonably satisfactory to Parent, including, without limitation, if applicable, a due diligence investigation as to the compliance with all Environmental Laws by the Target and the assets to be acquired; (b) Target's material business activities are in a Qualified Business; (c) Unless the Agent otherwise consents, (i) if the proposed Acquisition is an acquisition of the Capital Stock of a Target, the acquisition will be structured so that the Target will become a direct Subsidiary of one of the Companies, and (ii) if the proposed Acquisition is an acquisition of assets, one of the Companies or a wholly-owned subsidiary of one of the Companies shall acquire the assets; PROVIDED, HOWEVER, any Trade Accounts Receivable or Inventory acquired 32 in connection with any Permitted Acquisition of assets by a Company will not be considered Eligible Accounts or Eligible Inventory until such time as the Agent shall have conducted an examination and verification of such Trade Accounts Receivable and Inventory and the results thereof are reasonably satisfactory to Agent. (d) Neither the Target nor its assets nor the acquired assets, as the case may be, shall be subject to any contingent obligations (including contingent obligations arising from any environmental liabilities), environmental liabilities, unsatisfied judgments or any pending action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration that (A) the Agent reasonably determines could be expected to have a Material Adverse Effect, and (B) are not subject to indemnification or adjustment to acquisition consideration (or taken into account in the determination of acquisition consideration) or other remedy reasonably satisfactory to the Agent. (e) The Parent shall have provided to the Agent each of the following at least thirty (30) days prior to the closing of any proposed Material Acquisition: (A) copies of (x) the internally prepared financial statements of the Target, for the twelve (12) month period prior to the closing of the proposed Acquisition for which financial statements are available (which reflect complian...