Acquisition Entities Sample Clauses
The 'Acquisition Entities' clause defines which parties or entities are authorized to acquire, purchase, or otherwise take ownership of assets or interests under the agreement. Typically, this clause specifies whether the acquiring party may use subsidiaries, affiliates, or specially formed entities to complete the transaction, and may outline any requirements or limitations on such entities. By clarifying who can act as the acquirer, the clause ensures transparency and prevents disputes over the legitimacy of the acquiring party, thereby facilitating a smoother transaction process.
Acquisition Entities. The Company will cause each entity over which the Company or a Subsidiary has operational control pursuant to a management agreement or pending acquisition agreement to not take any action that would constitute a breach of any covenant of the Company under this Agreement if such entity were a Subsidiary to the extent it may do so under the applicable management agreement or acquisition agreement.
Acquisition Entities. 30 ARTICLE V CONDITIONS 5.1. Conditions to Obligations of the Purchaser and the Company ............................................31 5.2. Conditions to Obligations of the Purchaser .........31 5.3. Conditions to Obligations of the Company ...........33 ARTICLE VI TERMINATION 6.1. Termination ........................................34 6.2. Effect of Termination; Termination Fee .............36
Acquisition Entities. Borrower shall promptly notify -------------------- Lender upon the formation of any Acquisition Entity. Provided that no Event of Default has occurred and is continuing, Borrower may transfer a Collateral Loan to an Acquisition Entity, in contemplation of such Acquisition Entity's acquiring title to the related Mortgaged Property pursuant to a foreclosure or acceptance of a deed-in-lieu of foreclosure or otherwise. If no Event of Default has occurred and is continuing, Borrower may cause such Acquisition Entity to acquire title to such Mortgaged Property (which Mortgaged Property shall then immediately and automatically become a Real Estate Parcel) pursuant to a foreclosure or acceptance of a deed-in-lieu of foreclosure or otherwise, and Borrower shall cause such Acquisition Entity to perform, with respect to such Real Estate Parcel, the same actions and obligations that this Agreement would require Borrower to undertake with respect to such Real Estate Parcel. Upon the occurrence and during the continuance of any Event of Default, except with Lender's prior written consent or as required by Lender, (i) Borrower shall not form any further Acquisition Entity(ies); (ii) Borrower shall not transfer any Collateral Loan to an Acquisition Entity; and (iii) Borrower shall not cause any Acquisition Entity to acquire title to any Mortgaged Property.
Acquisition Entities. Each Acquisition Entity will be a Delaware limited liability company, or other form of entity agreed to by Värde and FC Diversified, which will be formed pursuant to a mutually agreed form of limited liability company agreement. Each Acquisition Entity will establish a collection account at a bank approved by Värde.
Acquisition Entities. The parties agree that the following Affiliates of the Buyer are (consistent with Section 8.5) hereby granted the rights and obligations under this Agreement to acquire the Purchased Assets and assume related obligations (including, without limitation, assumption of the Assumed Liabilities in the case of Gentherm Canada): Gentherm Canada All of the Purchased Assets excluding the Purchased Shares, the Canadian Intangibles and the Canadian Trade Accounts Receivable Gentherm GmbH The Canadian Intangibles and the Canadian Trade Accounts Receivable Gentherm HK The Purchased Shares To the extent necessary, the Buyer and the Sellers shall execute such documents and instruments reasonably necessary to give effect to the foregoing. Notwithstanding this Section 2.2, the Buyer shall not be released from its obligations hereunder if such obligations are not performed by any such Affiliate of the Buyer as and when such obligations are required to be performed pursuant to the terms of this Agreement.