Acquisition Documents Sample Clauses
The 'Acquisition Documents' clause defines and identifies the specific agreements, contracts, and related documents that are involved in the purchase or transfer of a business, assets, or shares. This clause typically lists or references all relevant documents, such as purchase agreements, disclosure schedules, and ancillary agreements, ensuring that all parties are clear on which materials constitute the full set of transaction documents. By clearly delineating these documents, the clause helps prevent misunderstandings about the scope of the transaction and ensures that all necessary paperwork is included and enforceable.
POPULAR SAMPLE Copied 2 times
Acquisition Documents. Borrower shall fully perform in all material respects all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunder as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have a Material Adverse Effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall not, without Administrative Agent's prior written consent, modify, amend, supplement, compromise, satisfy, release or discharge any material provision of the Acquisition Documents, any material collateral securing the same, any Person liable directly or indirectly with respect thereto, or any material agreement relating to the Acquisition Documents or the collateral therefor. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents to the extent such claims in the aggregate exceed $100,000.00, and shall diligently pursue such right and report to Administrative Agent on all further developments with respect thereto. If an Event of Default then exists, Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if an Event of Default then exists, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shal...
Acquisition Documents. Receipt by the Lender of copies of the Acquisition Documents certified to be true and correct as of the Closing Date.
Acquisition Documents. The Administrative Agent shall have received a certified copy of the Acquisition Documents, duly executed by the parties thereto (together with all exhibits and schedules thereto), and each of which shall be in full force and effect.
Acquisition Documents. Borrower has made available to Lender true and complete copies of all material agreements and instruments under which Borrower or any of its Affiliates or the seller of any of the Properties have remaining material rights or material obligations in respect of Borrower’s acquisition of the Properties.
Acquisition Documents. The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or supplement any of the Acquisition Documents if the effect thereof could reasonably be expected to have a Material Adverse Effect (and provided that the Borrower promptly furnishes to the Administrative Agent a copy of such amendment, modification or supplement).
Acquisition Documents. Purchaser shall have executed and --------------------- delivered to Seller all Acquisition Documents to which Purchaser is a party.
Acquisition Documents. The Lenders have been furnished true and complete copies of each Acquisition Document to the extent executed and delivered on or prior to the Closing Date.
Acquisition Documents. In the case of a Scheme, the Scheme Documents contain all the material terms of the Scheme; and in the case of an Offer, the Offer Documents contain all material terms of the Offer.
Acquisition Documents. Agent shall have received final executed copies of the Acquisition Documents as in effect on the Closing Date, all of which shall be reasonably satisfactory in form and substance to Agent and the transactions contemplated by such documentation shall be consummated prior to the making of the initial Advance;
Acquisition Documents. (i) No party to any Acquisition Document is in default on any of its obligations under such Acquisition Document, (ii) all representations and warranties made by the Borrowers in the Acquisition Documents to which they are a party and in the certificates delivered in connection therewith are true and correct as of the date hereof and, to the best knowledge of the Borrowers, all material representations and warranties made in the Acquisition Documents by or on behalf of the Sellers, or any other party thereto other than the Borrowers, are true and correct as of the date hereof, (iii) all written information with respect to the Loan Parties and the Acquisition, and, to the best knowledge of the Loan Parties, the Acquisition Assets acquired in connection with the Acquisition, furnished to Agents by the Loan Parties or on behalf of the Loan Parties, were, at the time the same were so furnished, complete and correct, or have been subsequently supplemented by other written information, to the extent necessary to give Agents and Lenders a true and accurate knowledge of the subject matter of each of them in relation to Borrowers, the Acquisition, and the Acquisition Assets acquired in connection with the Acquisition, (iv) no representation, warranty or statement made by the Loan Parties or, to their best knowledge, the Sellers or any other party thereto other than the Loan Parties, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition, the applicable Loan Parties is acquiring the Acquisition Assets, and, on the date hereof, after giving effect to the transactions contemplated by this Agreement, by the Acquisition Agreement and by the other Acquisition Documents and Loan Documents, will have good title to such Acquisition Assets free and clear of all Liens other than Permitted Liens.