APPROVAL OF KC ACQUISITION Sample Clauses

APPROVAL OF KC ACQUISITION. The Lenders hereby approve the KC Acquisition (defined below); PROVIDED that concurrently therewith (a) the Administrative Agent has approved the substance of the KC Acquisition Agreement (defined below), (b) Kansas City-Front Street (defined below) executes and delivers to the Administrative Agent the Joinder Agreement making it an additional Borrower, (c) Borrowers deliver to the Administrative Agent such amended Schedules to the Loan Agreement as are necessary to reflect the addition of Kansas City - Front Street as an additional Borrower, which amended Schedules shall be acceptable to the Administrative Agent, (d) Kansas City-Front Street executes and delivers to the Administrative Agent such Collateral Documents and related UCC-1 financing statements as may be required to result in a First Priority Lien (defined below) on all of the assets (OTHER THAN the Leaseholds, which term is defined below) of Kansas City-Front Street in favor of the Administrative Agent to secure the Obligations, (e) St. Xxxxxxx executes and delivers to the Administrative Agent written confirmation of its obligation to pledge its equity interest in Kansas City-Front Street to the Lenders pursuant to Section 8.2, subject to any necessary Gaming Board approval and (f) Parent, Kansas City-Front Street and the other Borrowers deliver, or cause to be delivered, such authorizing resolutions, legal opinions and other closing documents as may be reasonably requested by the Administrative Agent. The foregoing approval of the KC Acquisition shall constitute a waiver of all provisions of the Loan Agreement (INCLUDING Sections 9.14(f) and 9.15) that may prohibit or restrict the KC Acquisition, to the extent necessary to permit the KC Acquisition. It is expressly acknowledged that the purchase price payable with respect to the KC Acquisition, and any subsequent Expansion Capital Expenditures made by Kansas City-Front Street pursuant to Paragraph 3 below, will count as Expansion Capital Expenditures for purposes of Sections 6.12(a) and 9.14(a).
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Related to APPROVAL OF KC ACQUISITION

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  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

  • Notice to Proceed - Land Acquisition The acquisition of the Land shall not occur until the Director has issued a written Notice to Proceed for land acquisition to the Recipient (the "Notice to Proceed"). Such Notice to Proceed will not be issued until the Director has received a Request to Proceed acceptable to the Director and is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and any requirements for land acquisition set forth in this Agreement, including without limitation the OPWC's approval of the proposed Deed Restrictions and Title Agent. The Notice to Proceed also shall specify the time frame for the Closing.

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  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

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