Acquisition Documents. (a) (i) As of the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens. (b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its terms.
Appears in 1 contract
Acquisition Documents. (a) (i) As of the Closing Date, no No party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower Credit Party in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each BorrowerCredit Party, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, Seller or any other party thereto other than any Loan Party party theretoa Credit Party, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to the Administrative Agent by any Credit Party or on behalf of any Loan Credit Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information information, to the extent necessary to give Agent and Lenders a the Lender Group true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Credit Party party thereto or, to the best knowledge of Parent and each BorrowerCredit Party, the Seller or any other party thereto other than any Loan Party party theretoa Credit Party, at the time made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document, Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is Ascendia Brands and Lander Intangibles are acquiring the Monotype StockAcquired Assets, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype StockAcquired Assets, free and clear of all Liens other than Permitted Liens.
(b) (i) Parent and Borrowers The Credit Parties have delivered to the Administrative Agent a complete and correct copy copies of all of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of the Administrative Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has have been duly authorized by all necessary action on the part of each Loan Credit Party who is a party thereto and, to the best knowledge of Parent and each BorrowerCredit Party, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities and any other Persons required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Credit Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, (ix) the Credit Parties did not incur or assume any liabilities or obligations pursuant to or in connection with the Acquisition Transaction other than those liabilities and obligations set forth in the Acquisition Agreement, and (ixx) each Acquisition Document is the legal, valid and binding obligation of each Loan Credit Party who is a party thereto and, to the best knowledge of Parent and each BorrowerCredit Party, the other parties thereto, enforceable against such parties Persons in accordance with its terms.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Ascendia Brands, Inc.)
Acquisition Documents. (a) (i) As The Loan Parties are not in default on any of their obligations under any Acquisition Document, and, to the best knowledge of the Closing DateLoan Parties, no neither Seller nor any other party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Groupthereunder, (ii) all representations and warranties made by Parent or any Borrower the Loan Parties in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each Borrowerthe Loan Parties, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any the Loan Party party theretoParties, are is true and correct in all material respects as of the date hereof, (iii) all written information (other than pro forma information and projections as to which Section 6.01(h)(ii) and (iii) above shall be applicable), with respect to the Acquisition Transaction Loan Parties, the Acquisition, and, to the best knowledge of the Loan Parties, the business and Assets acquired in connection with the Acquisition, furnished to Agent the Agents by the Loan Parties or on behalf of any the Loan PartyParties, waswere, at the time the same was were so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information information, to the extent necessary to give Agent the Agents and the Lenders a true and accurate knowledge of the subject matter thereofof each of them in relation to the Loan Parties, the Acquisition, and the business and Assets acquired in the Acquisition, in all material respects, (iv) no representation, warranty or statement made by any the Loan Party party thereto Parties or, to the their best knowledge of Parent and each Borrowerknowledge, the Seller or any other party thereto other than any the Loan Party party theretoParties, 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, Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein in such Acquisition Document not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition TransactionAcquisition, Newco is Miss Erik▇ ▇▇ acquiring the Monotype StockAssets, including, without limitation, the accounts receivable and inventory of the Seller 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 Miss Erik▇ ▇▇▇l have good title to such Assets, including without limitation, the Monotype Stock, account receivables and inventory of the Seller free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of Liens other than the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken Liens created by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsthan Permitted Liens.
Appears in 1 contract
Acquisition Documents. (a) (i) As of the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are The Lenders have received true and correct in all material respects as complete copies of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits theretodelivered in connection therewith), (ii) each Acquisition Document sets forth the entire agreement and understanding all amendments to any of the parties thereto relating to Acquisition Documents and other side letters or agreements affecting the subject matter terms thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each . None of the Acquisition Documents has been duly authorized by all necessary action on amended or supplemented, nor have any of the part of each Loan Party party thereto andmaterial provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the best knowledge Lenders. All of Parent and each Borrower, each other Person party thereto, (v) the transactions contemplated to occur under the Acquisition Transaction has Documents on or before the Closing Date (the “Acquisition Closing Transactions”) have been effected in accordance with consummated pursuant to the terms thereof, no party to any of the Acquisition Documents has waived the fulfillment of any material condition precedent set forth therein, without Agent’s written consent, and no party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, the Acquisition Closing Transaction shall have been consummated in all material respects in accordance with all applicable law, (vi) at laws. At the time of consummation of the Acquisition Closing Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any all necessary material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Governmental Authorities required in order to make or consummate the Acquisition Closing Transaction shall will have been obtained, given, filed or taken and shall are or will be in full force and effecteffect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, (viii) prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by the Loan Credit Parties pursuant to or in furtherance of the Acquisition Closing Transaction have been taken in compliance in all material respects in compliance with all applicable laws. As of the Closing Date, to the knowledge of any Credit Party, each of the representations and warranties contained in the Acquisition Documents made by Persons other than any Credit Party is true and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termscorrect.
Appears in 1 contract
Sources: Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc)
Acquisition Documents. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (a) (i) As a true, accurate and complete copy of the Closing Date, no party to any Acquisition Document is in default on any Gulf of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of Mexico Purchase Agreement which could reasonably shall be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in form provided to the certificates delivered in connection therewith are true and correct in all material respects as of Administrative Agent prior to the date hereof andpursuant to Section 4.3 hereof, and including any and all side letters, material agreements, documents, certificates, amendments, modifications or waivers thereto since the delivery of such documents pursuant to Section 4.3 hereof, which documents shall contain terms and conditions reasonably acceptable to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereofAdministrative Agent, (iiib) all written information with respect to that the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco Borrower is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear Gulf of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected Mexico Properties in accordance with the terms of the Acquisition Documents Gulf of Mexico Purchase Agreement in the form provided to Administrative Agent prior to the date hereof (without waiver or amendment of any term or condition thereof, or any exercise by the Borrower of any right thereunder which would be materially adverse to the interests of the Lenders; provided, that, for the avoidance of doubt, any amendment, modification or waiver that results in a decrease in the purchase price set forth in the Gulf of Mexico Purchase Agreement of more than 10% in the aggregate as a result of any of the following (either individually or collectively and all applicable lawwithout duplication): (i) Oil and Gas Properties being removed from the Gulf of Mexico Properties being acquired pursuant to the Gulf of Mexico Purchase Agreement, (viii) at Title Defects and/or Environmental Defects (as such terms are defined in the time Gulf of consummation Mexico Purchase Agreement) and/or casualty losses and preferential rights or consents, (iii) the termination of the Acquisition TransactionGOM-H Purchase Agreement, there does not exist or (iii) any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation combination of the Acquisition Transactionpreceding clauses (i), (viiii) at and (iii), shall, in each case, not be deemed to be materially adverse to the time interest of consummation thereofthe Lenders but shall result in an automatic decrease to the amount of the increase to the Borrowing Base set forth in Section 3 hereto as provided therein); (c) as to the final purchase price for the Gulf of Mexico Properties after giving effect to all adjustments as of the closing date contemplated by the Gulf of Mexico Purchase Agreement, (d) that all governmental and third party consents and approvals ofauthorizations of the Gulf of Mexico Acquisition required to be obtained by the Parent, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall Borrower or any Subsidiary have been obtained, given, filed or taken obtained and shall be are in full force and effect, (viiie) all actions taken by that no Material Adverse Effect (as defined in the Loan Parties pursuant to or in furtherance Gulf of the Acquisition Transaction Mexico Purchase Agreement) shall have been taken in compliance in all material respects with the Acquisition Documents and the applicable lawoccurred, and (ixf) each Acquisition Document is true, accurate and complete copies of other related documents and the legal, valid and binding obligation accuracy of each Loan Party party thereto and, to other information as the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsAdministrative Agent shall have reasonably requested.
Appears in 1 contract
Acquisition Documents. (a) (i) As A copy of the Closing Date, no party to any Acquisition Document is in default on any each of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents duly executed and effective by the parties thereto, substantially in the certificates delivered in connection therewith form received and approved by the Agent prior to the date of this Agreement save for any amendments which are true and correct in all material respects as not materially adverse to the interests of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all LiensLenders.
(b) (iIf applicable) Parent and Borrowers have delivered evidence to the satisfaction of the Agent a complete and correct copy (acting reasonably) showing that funds of the Borrower, which are sufficient to pay the remaining aggregate amount payable as of the Acquisition Documents, including all schedules Closing Date of (i) the Acquisition Consideration and exhibits thereto, (ii) the Acquisition Costs when combined with the amounts to be funded by the Facility, are available to the Borrower.
(c) A legal memorandum from King & Wood Mallesons in form and substance reasonably satisfactory to the Lenders confirming that the Acquisition has not violated applicable US laws.
(d) A certificate, in form and substance reasonably satisfactory to the Lenders, from the Borrower (signed by a director):
(i) confirming that each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating conditions to the subject matter thereofAcquisition Documents (including (to the extent applicable) the special committee’s approval, board resolutions, and there shareholder resolutions of the Target approving the Acquisition (the “Resolutions”), and all the required governmental approvals, filing, disclosures in relation to the Acquisition (including but not limited to those from the US Securities and Exchange Commission (if any))) have been satisfied or waived (other than payment of the purchase price under the Acquisition Documents or any other matter or condition which are not required by the Acquisition Documents to be satisfied on or before the Acquisition Closing Date), and the Acquisition will occur promptly following the first Utilisation Date and no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each term of the Acquisition Documents (or any Acquisition Document itself) has been duly authorized amended, varied, novated, supplemented, superseded, terminated, waived or repudiated other than as permitted (or not prohibited) by all necessary action on the part of each Loan Party party thereto this Agreement; and, to the best knowledge of Parent and each Borrower, each other Person party thereto,
(vii) the Acquisition Transaction has been effected in accordance with the terms containing a copy of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsResolutions.
Appears in 1 contract
Sources: Facility Agreement (Advanced Technology (Cayman) LTD)
Acquisition Documents. (a) (i) As Borrowers have delivered to Agent a complete and correct copy of the Closing DateProject Vine Purchase Agreement, no party including all schedules and exhibits thereto. The execution, delivery and performance of the Project Vine Purchase Agreement have been duly authorized by all necessary action on the part of Borrowers.
(b) To Borrower Agent’s knowledge, none of the Seller’s representations or warranties in the Project Vine Purchase Agreement contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not materially misleading in light of the circumstances in which such statements were made, in any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which case that could reasonably be expected to adversely affect result in a Material Adverse Effect.
(c) Project Vine Purchase Agreement is the Lender Grouplegal, valid and binding obligation of Borrower Agent, enforceable against Borrower Agent in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) all general equitable principles. Borrower Agent is not in default of any material obligations under the Project Vine Purchase Agreement. All representations and warranties made by Parent or any Borrower Agent in the Acquisition Documents Project Vine Purchase Agreement and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, (other than with respect to the best knowledge of Parent and each Borrower, all material any representations and warranties that are made in the Acquisition Documents by or on behalf as of the Seller, or any other party thereto other than any Loan Party party thereto, are an earlier date which shall be true and correct in all material materials respects as of such earlier date and provided that any such representation and warranty shall be qualified by materiality of “Material Adverse Effect” or similar language shall be accurate in all respects).
(d) As of the date hereofClosing Date, all requisite approvals by Governmental Authorities required in order to consummate the transactions in accordance with the Project Vine Acquisition Agreement have been obtained (iii) all written information with respect including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders.
(e) As of the Closing Date, the Project Vine Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct has been consummated in all material respects, or has been subsequently supplemented by other written information to respects in accordance with the extent necessary to give Agent Project Vine Acquisition Agreement and Lenders a true and accurate knowledge all Applicable Laws. As of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereofClosing Date, after giving effect to the transactions contemplated by the Acquisition DocumentsProject Vine Purchase Agreement, Borrowers will have good title to the Monotype Stockassets acquired pursuant thereto, free and clear of all Liens other than Permitted Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its terms.
Appears in 1 contract
Sources: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Acquisition Documents. (a) (i) As The Borrower has delivered to the Lenders and the Administrative Agent true, complete and correct copies of the Closing Date, no party to any Acquisition Document is in default on any each of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and the Curamik Documents (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof, each of which are set forth on SCHEDULE 3.22. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been consented to by the Lenders and no consent or waiver has been granted by the Borrower thereunder. Each of the Acquisition Documents has been duly executed and delivered by the Loan Party thereto and each other party thereto and is a legal, valid and binding obligation of such Loan Party and each other party thereto enforceable, in all material respects, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the certificates delivered rights of creditors generally and by general equitable principles (whether enforcement is sought by proceedings in connection therewith equity or at law).
(b) The representations and warranties of the Borrower and each other party to the Acquisition Documents are true and correct in all material respects on the Closing Date as if made on and as of such date. Such representations and warranties, together with the date hereof anddefinitions of all defined terms used therein, to the best knowledge of Parent are by this reference deemed incorporated herein MUTATIS MUTANDIS, and each Borrower, all material Lender is entitled to rely on the accuracy of such representations and warranties made in warranties.
(c) Each party to the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct has complied in all material respects as of the date hereof, (iii) with all written information with respect terms and provisions contained therein on its part to be observed and the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected consummated in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsDocuments.
Appears in 1 contract
Acquisition Documents. (a) (i) As of the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, Party was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its terms.
Appears in 1 contract
Acquisition Documents. (a) (i) As of the Closing Date, no No party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower Credit Party in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each BorrowerCredit Party, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, Seller or any other party thereto other than any Loan Party party theretoa Credit Party, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to the Agent by any Credit Party or on behalf of any Loan Credit Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information information, to the extent necessary to give Agent and Lenders a the Lender Group true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Credit Party party thereto or, to the best knowledge of Parent and each BorrowerCredit Party, the Seller or any other party thereto other than any Loan Party party theretoa Credit Party, at the time made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document, Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is Ascendia Brands and Lander Intangibles are acquiring the Monotype StockAcquired Assets, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype StockAcquired Assets, free and clear of all Liens other than Permitted Liens.
(b) (i) Parent and Borrowers The Credit Parties have delivered to the Agent a complete and correct copy copies of all of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of the Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has have been duly authorized by all necessary action on the part of each Loan Credit Party who is a party thereto and, to the best knowledge of Parent and each BorrowerCredit Party, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities and any other Persons required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Credit Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, (ix) the Credit Parties did not incur or assume any liabilities or obligations pursuant to or in connection with the Acquisition Transaction other than those liabilities and obligations set forth in the Acquisition Agreement, and (ixx) each Acquisition Document is the legal, valid and binding obligation of each Loan Credit Party who is a party thereto and, to the best knowledge of Parent and each BorrowerCredit Party, the other parties thereto, enforceable against such parties Persons in accordance with its terms.
Appears in 1 contract
Acquisition Documents. (a) (i) As of the Closing Effective Date, no the Borrower has delivered to the Agents complete and correct copies of the material Annaco Acquisition Documents (including all schedules, exhibits, amendments, supplements, modifications, and assignments). No Loan Party that is a party to any the Annaco Acquisition Document Documents is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the performance or compliance with any provisions thereof. The Annaco Acquisition Documents and in the certificates delivered in connection therewith are true and correct comply in all material respects with, and the Annaco Acquisition has been, as of the date hereof andEffective Date, to the best knowledge of Parent and each Borrowerconsummated in accordance with, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent all applicable laws (including HSR). The Annaco Acquisition Documents are in full force and Lenders a true and accurate knowledge effect as of the subject matter thereofEffective Date and have not been terminated, (iv) no representation, warranty rescinded or statement made by any Loan Party party thereto or, to the best knowledge withdrawn as of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the such date. The execution, delivery and performance of each of the Annaco Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto anddo not and will not require any registration with, to the best knowledge of Parent and each Borrowerconsent, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals approval of, and filings and registrations withor notice to, and all or other actions in respect ofaction with or by, all Government Authorities required in order to consummate the Acquisition Transaction shall any Governmental Authority, other than consents or approvals that have been obtained, given, filed or taken obtained and shall be that are still in full force and effect, (viii) all actions taken by . To the best of the Loan Parties pursuant to or in furtherance Parties’ knowledge, none of the representations or warranties of any other Person in any of the Annaco Acquisition Transaction have been taken Documents contains any untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading.
(ii) As of the Term Loan B Funding Date, the Borrower has delivered to the Agents complete and correct copies of the material Totalcat Acquisition Documents (including all schedules, exhibits, amendments, supplements, modifications, and assignments). No Loan Party that is a party to the Totalcat Acquisition Documents is in default in the performance or compliance with any provisions thereof. The Totalcat Acquisition Documents comply in all material respects with with, and the Totalcat Acquisition has been, as of the Term Loan B Funding Date, consummated in accordance with, in all material respects, all applicable laws (including HSR). The Totalcat Acquisition Documents are in full force and effect as of the applicable lawTerm Loan B Funding Date and have not been terminated, rescinded or withdrawn as of such date. The execution, delivery and (ix) each performance of the Totalcat Acquisition Document is the legalDocuments do not and will not require any registration with, valid consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and binding obligation of each Loan Party party thereto and, to that are still in full force and effect. To the best knowledge of Parent and each Borrowerthe Loan Parties’ knowledge, none of the representations or warranties of any other parties thereto, enforceable against such parties Person in accordance with its termsany of the Totalcat Acquisition Documents contains any untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading.
Appears in 1 contract
Sources: Financing Agreement (Metalico Inc)
Acquisition Documents. (a) (i) As of the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are The Lenders have received true and correct in all material respects as complete copies of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits theretodelivered in connection therewith), (ii) each Acquisition Document sets forth and all amendments to any such documents and other side letters or agreements affecting the entire agreement and understanding of the parties thereto relating to the subject matter terms thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each . None of the Acquisition Documents has been duly authorized by all necessary action on amended or supplemented, nor have any of the part of each Loan Party party thereto andmaterial provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the best knowledge Lenders. All of Parent and each Borrower, each other Person party thereto, (v) the transactions contemplated to occur under the Acquisition Transaction has Documents on or before the Closing Date (the “Acquisition Closing Transactions”) have been effected in accordance with consummated pursuant to the terms thereof, no party to any of the Acquisition Documents has waived the fulfillment of any material condition precedent set forth therein, without Agent’s written consent, and no party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, the Acquisition Closing Transaction shall have been consummated in all material respects in accordance with all applicable law, (vi) at laws. At the time of consummation of the Acquisition Closing Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any all necessary material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Governmental Authorities required in order to make or consummate the Acquisition Closing Transaction shall will have been obtained, given, filed or taken and shall are or will be in full force and effecteffect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, (viii) prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by the Loan Credit Parties pursuant to or in furtherance of the Acquisition Closing Transaction have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, to the knowledge of any Credit Party, each of the representations and warranties contained in the Acquisition Documents made by Persons other than any Credit Party is true and correct in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation without duplication of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its terms.any materiality qualifiers contained therein). 51 5.39
Appears in 1 contract
Sources: Securities Purchase Agreement
Acquisition Documents. (a) (i) As Borrower is not, and to the best of the Closing DateBorrower’s knowledge, no party to any Acquisition Document is is, in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, Seller or any other party thereto other than any Loan Party party theretoBorrower, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to the Agent by Borrower or on behalf of any Loan PartyBorrower, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information information, to the extent necessary to give Agent and Lenders a the Lender Group true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto Borrower or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party theretoBorrower, at the time made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document, Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition TransactionAcquisition, Newco Borrower is acquiring the Monotype Acquired Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Acquired Stock, free and clear of all Liens other than Permitted Liens.
(b) (i) Parent and Borrowers have Borrower has delivered to the Agent a complete and correct copy copies of all of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified in any material respect without the prior written consent of Agentthe Agent (such consent not to be unreasonably withheld or delayed), (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto Borrower and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition TransactionAcquisition, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition TransactionAcquisition, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities and any other Persons required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties Borrower pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, (ix) Borrower did not incur or assume any liabilities or obligations pursuant to or in connection with the Acquisition other than those liabilities and obligations set forth in the Acquisition Agreement, and (ixx) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto Borrower and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties Persons in accordance with its terms.
Appears in 1 contract
Acquisition Documents. The Lenders have received true and complete copies of (a) (i) As including all schedules and exhibits delivered in connection therewith), each Fidelity Acquisition Document and all amendments to any such documents and other side letters or agreements affecting the terms thereof. None of the Fidelity Acquisition Documents has been amended or supplemented, nor have any of the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the Lenders. All of the transactions contemplated to occur under the Fidelity Acquisition Documents on or before the Closing DateDate (the “Acquisition Closing Transactions”) have been consummated pursuant to the terms thereof, no party to any of the Fidelity Acquisition Document is in default on Documents has waived the fulfillment of any material condition precedent set forth therein and no party has failed to perform any of its material obligations under such Acquisition Documentthereunder. At the time of consummation thereof, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct Closing Transactions shall have been consummated in all material respects as of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at laws. At the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereofClosing Transactions, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Governmental Authorities required in order to make or consummate the Acquisition Transaction shall Closing Transactions will have been obtained, given, filed or taken and shall are or will be in full force and effecteffect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, (viii) prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by the Loan Credit Parties pursuant to or in furtherance of the Acquisition Transaction Closing Transactions have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, to the knowledge of any Credit Party, each of the representations and warranties contained in the Fidelity Acquisition Documents made by Persons other than any Credit Party is true and correct in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation without duplication of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsany materiality qualifiers contained therein).
Appears in 1 contract
Sources: Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc)
Acquisition Documents. (a) (i) As of the Closing Date, no No party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by the Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each Borrowerthe Parent, all material representations and warranties made in the Acquisition Documents by or on behalf of the SellerSellers, or any other party thereto other than any Loan Party party theretothe Parent, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Parent and the Acquisition, and, to the best knowledge of the Borrowers, the business and Acquisition Transaction Assets acquired in connection with the Acquisition, furnished to Agent by the Borrowers or on behalf of any Loan Partythe Borrowers, waswere, at the time the same was were so furnished, complete and correct in all material respects, or has have been subsequently supplemented by other written information information, to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereofof each of them in relation to Borrowers, the Acquisition, and the business and Acquisition Assets acquired in connection with the Acquisition, in all material respects, (iv) no representation, warranty or statement made by any Loan Party party thereto the Parent or, to the its best knowledge of Parent and each Borrowerknowledge, the Seller Sellers or any other party thereto other than any Loan Party party theretothe Parent, 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, Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition TransactionAcquisition, Newco is certain of the Borrowers are acquiring the Monotype Stock, 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, the Sale Order and Loan Documents, will have good title to the Monotype Stock, such Acquisition Assets free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of Liens other than the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken Liens created by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsthan Permitted Liens.
Appears in 1 contract
Acquisition Documents. (a) (i) As The Borrower has delivered to --------------------- the Lenders and the Administrative Agent true, complete and correct copies of each of the Closing DateAcquisition Documents (including all exhibits, no party schedules and disclosure letters referred to any Acquisition Document is in default on therein or delivered pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been consented to by the Lenders and no consent or waiver has been granted by the Borrower thereunder. Each of the Acquisition Documents has been duly executed and delivered by the Borrower and each other party thereto and is a legal, valid and binding obligation of the Borrower and each other party thereto enforceable, in all material respects, in accordance with its material obligations under such Acquisition Documentterms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally and after the Closing Date, no party to any Acquisition Document by general equitable principles (whether enforcement is sought by proceedings in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, equity or at law).
(iib) all The representations and warranties made by Parent or any the Borrower in and each other party to the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects on the Closing Date as if made on and as of the such date hereof and(disregarding, for purposes of this Agreement, any references in such representations to the best knowledge phrase "the Seller's knowledge" and "by which we are aware" (or words of Parent similar import). Such representations and warranties, together with the definitions of all defined terms used therein, are by this reference deemed incorporated herein mutatis mutandis, and each Borrower, all material Lender is entitled to rely on the accuracy of such ------- -------- representations and warranties made in warranties.
(c) Each party to the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct has complied in all material respects as of the date hereof, (iii) with all written information with respect terms and provisions contained therein on its part to be observed and the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected consummated in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsDocuments.
Appears in 1 contract
Sources: Credit Agreement (Four Media Co)
Acquisition Documents. (a) (i) As of the Closing DateThe Parent will, no party to any Acquisition Document is in default on any and will procure that each of its Subsidiaries will, take all reasonable action (having regard to the cost and benefit of doing so) to enforce any material obligations claim it has in relation to the warranties given under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true to enforce all other rights and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by entitlements it may have under the Acquisition Documents, will have good title unless the Majority Banks otherwise consent (such consent not to be unreasonably withheld) save where the directors of the relevant company (acting reasonably) confirm that in their opinion it would be detrimental to the Monotype Stockcompany (or its business) so to do, free and clear or where the Parent provides a copy of all Lienslegal advice to the Facility Agent from a reputable law firm or an opinion of counsel (or such other evidence as may be reasonably satisfactory to the Facility Agent) confirming that the relevant member of the Group is unlikely to be successful in enforcing such a claim or, if it did so, the proceeds of such a claim would be unlikely to be materially more than the costs incurred by the Group in making such claim.
(bii) Except as permitted pursuant to Clause 16.2(f)(iii) (i) Acquisition Documents), the Parent will not and Borrowers have delivered to Agent a complete and correct copy will procure that each of its Subsidiaries will not, amend, vary, supplement or waive any of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding terms of the parties thereto relating Yell Acquisition Documents prior to or on the subject matter thereofYell Completion Date nor amend, and there are no other agreementsvary, arrangements supplement or understandings, written waive any of the terms of the ▇▇▇▇▇▇ Acquisition Documents prior to or oral, relating to on the matters covered thereby, (iii) no Acquisition Document ▇▇▇▇▇▇ Completion Date unless in each case it has been amended or otherwise modified without obtained the prior written consent of the Majority Banks to the same, and after the Yell Completion Date or, as the case may be, the ▇▇▇▇▇▇ Completion Date unless such amendment, variation, supplement or waiver is not prejudicial to the Banks or has the prior written consent of the Majority Banks.
(iii) The Parent will not and will procure that each of its Subsidiaries will not, on or prior to the Yell Completion Date (in respect of the Yell Acquisition Documents) and the ▇▇▇▇▇▇ Completion Date (in respect of the ▇▇▇▇▇▇ Acquisition Documents) exercise any discretion thereunder or give any consent or waiver thereunder other than a consent or waiver of any condition or conditions under such documentation which consent or waiver is either not prejudicial to the Banks and is promptly notified to the Facility Agent, the Original Facilities Mandated Lead Arranger and the Original Facilities Joint Lead Arrangers (in respect of the Yell Acquisition Documents) or to the Facility Agent, the Tranche D Mandated Lead Arranger and the Tranche D Joint Lead Arranger (in respect of the ▇▇▇▇▇▇ Acquisition Documents) or which has the prior written consent of the Majority Banks.
(iv) Without prejudice to any other provision of this Agreement, the executionParent will, delivery and performance of will procure that each of the Acquisition Documents has been duly authorized by its Subsidiaries will, use reasonable endeavours to obtain all necessary action on the part of each Loan Party party thereto andMinor Authorisations, to the best knowledge of Parent Consents and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsFilings.
Appears in 1 contract
Acquisition Documents. (a) (i) As of the Closing Date, no No party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower the Borrowers in the Acquisition Documents to which they are a party and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each Borrowerthe Borrowers, all material representations and warranties made in the Acquisition Documents by or on behalf of the SellerSellers, or any other party thereto other than any Loan Party party theretothe Borrowers, are true and correct in all material respects 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 Transaction Assets acquired in connection with the Acquisition, furnished to Agent Agents by the Loan Parties or on behalf of any the Loan PartyParties, waswere, at the time the same was were so furnished, complete and correct in all material respectscorrect, or has have been subsequently supplemented by other written information information, to the extent necessary to give Agent Agents and Lenders a true and accurate knowledge of the subject matter thereofof 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 any the Loan Party party thereto Parties or, to the their best knowledge of Parent and each Borrowerknowledge, the Seller Sellers or any other party thereto other than any the Loan Party party theretoParties, 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, Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition TransactionAcquisition, Newco the applicable Loan Parties is acquiring the Monotype StockAcquisition 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 the Monotype Stock, such Acquisition Assets free and clear of all Liens other than Permitted Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its terms.
Appears in 1 contract
Acquisition Documents. (a) (i) As of the Closing DateBorrowers and Guarantors have delivered, no party or caused to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof anddelivered, to the best knowledge Agent, true, correct and complete copies of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the The Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, .
(iiic) no None of the Acquisition Document has Documents have been amended or otherwise modified without the prior written consent of Agent, .
(ivd) the The execution, delivery and performance of each of the Acquisition Documents has have been duly authorized by all necessary action on the part of Parent and each Loan Party of its Subsidiaries that is a party thereto and, and to the best of the knowledge of Parent Borrowers and each BorrowerGuarantors, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms . Each of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors' rights generally. All actions taken by Parent and its Subsidiaries pursuant or in connection with the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong have been taken in compliance with the terms of the Acquisition Documents.
(e) No party to any of the Acquisition Documents is in default with respect to any of its obligations under such Acquisition Documents in any material respect and all representations and warranties made by the parties thereto in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct as of the date hereof, except as waived in writing with the approval of Agent. The reports, financial statements, certificates and other written information with respect to the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong in connection with the Acquisition Documents, furnished to Agent by Borrowers, taken as a whole (as modified or supplemented by other written information so furnished), do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading.
Appears in 1 contract
Acquisition Documents. (a) (i) As Lender has received true and complete copies of the material Accutronics Acquisition Documents (including all schedules and exhibits delivered in connection with any of the foregoing), and all amendments to any of the foregoing, and other side letters or agreements affecting the terms thereof. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to Lender. All of the transactions contemplated to occur under the Accutronics Acquisition Documents on or before the Fifth Amendment Closing DateDate have been consummated pursuant to the terms thereof in all material respects, no party to any of the Accutronics Acquisition Document is in default on Documents has waived the fulfillment of any material condition precedent set forth therein without Lender’s written consent, and no party has failed to perform any of its material obligations under such thereunder.
5. Section 7.1 of the Credit Agreement is hereby amended to delete subpart (a) therefrom in its entirety and to insert in place thereof the following:
(a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, except the Accutronics Acquisition Documentand except Permitted Acquisitions; provided, and after however, that in the Closing Date, no party event Borrower asks Lender to consider consenting to any Acquisition Document is (other than a Permitted Acquisition) then Lender agrees (i) to give such request all due consideration, as determined by Lender in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender GroupPermitted Discretion, and (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, not to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information unreasonable delay its decision with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Lienssuch request.
(b) (i) Parent 6. The Credit Agreement is hereby amended to delete Section 7.4 therefrom in its entirety and Borrowers have delivered to Agent a complete and correct copy of insert in place thereof the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its terms.following:
Appears in 1 contract
Sources: Revolving Credit, Guaranty and Security Agreement (Ultralife Corp)
Acquisition Documents. (a) (i) As of the Closing DateEach Borrower acknowledges and agrees that, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, pursuant to the best knowledge of Parent Security Agreements, the Borrowers and each Borrowertheir Subsidiaries have assigned, all material representations conveyed and warranties made in granted a security interest to the Acquisition Documents by or Agent on behalf of the SellerBanks in, or any among other party thereto other than any Loan Party party theretothings, are true and correct in all material respects as of the date hereofBorrowers' and their respective Subsidiaries' right, (iii) title and interest in and to all written information with respect to payment and indemnification obligations of the Sellers under the Acquisition Transaction furnished Documents (referred to Agent by herein as the "Rights"). Without limiting anything set forth in the Security Agreements or on behalf of any the other Loan PartyDocuments, was, at the time the same was so furnished, complete each Borrower agrees and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, covenants as follows:
(iva) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time made in In connection with 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 for which the statements contained therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy total purchase price of the Acquisition DocumentsAssets equals or exceeds $5,000,000, including all schedules no Borrower, and exhibits theretono Subsidiary of any Borrower, (ii) each Acquisition Document sets forth the entire agreement and understanding shall effect or cause any amendment or modification of any of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified Documents in any material respect without the prior written consent of the Majority Banks;
(b) The Borrowers shall promptly (and in any event within three (3) Business Days) notify the Agent (according to the notification provisions set forth herein) of the exercise by any Borrower or any Subsidiary of any rights or remedies relating to any of the Rights;
(c) Each Borrower hereby constitutes and appoints the Agent and the Agent's successors and assigns as the Assignor's true and lawful attorney (and agent-in-fact), with full power of substitution, in such Borrower's name and stead, but on behalf and for the benefit of the Agent and its successors and assigns, to, after the occurrence and during the continuance of an Event of Default, demand, receive, exercise and enforce all of the Rights conveyed to the Agent and to give receipts and releases for and in respect of the same, and any part thereof, and from time to time to institute and prosecute in such Borrower's name, or otherwise, for the benefit of the Agent and its successors and assigns, all proceedings at law, in equity or otherwise, which the Agent or its successors or assigns may reasonably deem proper (i) for the collection or reduction to possession of any of the Rights and to do all acts and things in relation to the collection or reduction to possession of the Rights conveyed to the Agent as the Agent or its successors or assigns shall reasonably deem desirable and (ii) for the obtaining of any benefit and coverage of and under any and all of the Rights as the Agent or its successors or assigns shall reasonably deem desirable, each Borrower hereby declaring that the foregoing powers are coupled with an interest and are and shall be irrevocable by such Borrower or by its dissolution or in any other manner or for any reason whatsoever. Each Borrower hereby irrevocably authorizes and empowers the Agent, in the sole discretion of the Agent, to, after the occurrence and during the continuance of an Event of Default, (iv1) exercise and enforce any and all of the executionRights and (2) receive and collect any payments, delivery damages, awards and performance other moneys resulting from the exercise of each the foregoing rights and to apply the same on account of any of the Obligations;
(d) In connection with any Acquisition for which the total purchase price of the Acquisition Assets equals or exceeds $5,000,000, the Borrowers shall keep the Agent informed of all material circumstances bearing upon or involving any of the Acquisition Documents has been duly authorized by all necessary action on related thereto or the part transactions contemplated thereby;
(e) None of each Loan Party party thereto andthe Borrowers or any of their respective Subsidiaries will assign, pledge or otherwise encumber any of its right, title or interest under, in or to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms any of the Acquisition Documents to anyone other than the Agent and its respective successors or assigns;
(f) None of the Borrowers or any of their respective Subsidiaries will take or omit to take any action, the taking or omission of which might result in the termination or suspension of any of the Rights; and
(g) After the occurrence of an Event of Default, each Borrower and each of its Subsidiaries will act at the direction of the Agent in taking any action or omitting to take any action, including without limitation, the delivery of demands and releases and the exercise and enforcement of any and all applicable law, (vi) at the time of consummation of the Acquisition TransactionRights, there does not exist permitted to be taken by such Borrower under any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the other Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsDocuments.
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Acquisition Documents. Notwithstanding anything to the contrary, (aa)(i) (i) As of the Closing DateDescartes and Fermat shall cooperate to, no party to any as promptly as practicable and in good faith, finalize in definitive form each Acquisition Document that is in default on any term sheet form as attached to this Agreement, such that the definitive form of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under each such Acquisition Document may be executed and delivered by the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, applicable parties at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits theretoClosing, (ii) each such Acquisition Document sets shall contain the terms set forth in the entire agreement applicable term sheet and understanding such other terms as mutually agreed by the parties, acting reasonably and in good faith, and as are customary (and not inconsistent with the terms set forth on the applicable term sheet) for agreements of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered nature contemplated thereby, (iii) no if the applicable parties are unable to reach agreement on any material term or condition of any such Acquisition Document (to the extent not already set forth in a term sheet attached hereto) such that a definitive agreement is not executed and delivered at the time of Closing, the Closing shall not be delayed but instead the applicable term sheet shall become a binding obligation as the applicable Acquisition Document contemplated hereunder and shall remain in effect until a definitive agreement replacing such term sheet has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery mutually negotiated and performance of each of the Acquisition Documents has been duly authorized executed by all necessary action on the part of each Loan Party party parties thereto and, and (b) with respect to the best knowledge of Parent and each Borrower, each other Person party theretoAcquisition Document (other than this Agreement), (v) the Acquisition Transaction has been effected applicable parties shall execute and deliver such agreement at the Closing in accordance with the terms hereof, with only such ministerial additions, deletions and modifications as necessary for the parties, acting in good faith and reasonably, to complete the missing terms contemplated by the form to be completed by the parties or to correct any scrivener’s errors, unless further changes are mutually agreed by the applicable parties (provided, that the parties shall act reasonably and in good faith in discussing further clarifications around any such other Acquisition Document if and to the extent reasonably 1414958.12A-NYCSR03A - MSW requested by the other party; provided, that not agreeing to any such further clarifications shall not, in and of itself, be deemed a breach hereof or impact the closing conditions set forth in Article VII or otherwise delay the Closing hereunder); provided, further that the parties agree that the schedules and exhibits to the Ag Cross Transition Services Agreement and H&N Cross Transition Services Agreement shall be completed by the parties, acting reasonably and in good faith, with such terms as are customary for agreements of the Acquisition Documents nature contemplated thereby and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects otherwise consistent with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsterms hereof.
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Acquisition Documents. (a) (i) As of the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are The Lenders have received true and correct in all material respects as complete copies of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party, was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time 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 therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens.
(b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits theretodelivered in connection therewith), (ii) each Acquisition Document sets forth and all amendments to any such documents and other side letters or agreements affecting the entire agreement and understanding of the parties thereto relating to the subject matter terms thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each . None of the Acquisition Documents has been duly authorized by all necessary action on amended or supplemented, nor have any of the part of each Loan Party party thereto andmaterial provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the best knowledge Lenders. All of Parent and each Borrower, each other Person party thereto, (v) the transactions contemplated to occur under the Acquisition Transaction has Documents on or before the Closing Date (the “Acquisition Closing Transactions”) have been effected in accordance with consummated pursuant to the terms thereof, no party to any of the Acquisition Documents has waived the fulfillment of any material condition precedent set forth therein, without Agent’s written consent, and no party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, the Acquisition Closing Transaction shall have been consummated in all material respects in accordance with all applicable law, (vi) at laws. At the time of consummation of the Acquisition Closing Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any all necessary material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Governmental Authorities required in order to make or consummate the Acquisition Closing Transaction shall will have been obtained, given, filed or taken and shall are or will be in full force and effecteffect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, (viii) prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by the Loan Credit Parties pursuant to or in furtherance of the Acquisition Closing Transaction have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, to the knowledge of any Credit Party, each of the representations and warranties contained in the Acquisition Documents made by Persons other than any Credit Party is true and correct in all material respects with the Acquisition Documents and the applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation without duplication of each Loan Party party thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such parties in accordance with its termsany materiality qualifiers contained therein).
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Sources: Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc)