BrassRing Acquisition Sample Clauses

BrassRing Acquisition. The Administrative Agent shall have received and reviewed to its satisfaction BrassRing Acquisition Documents and all of the documents, agreements or instruments evidencing any seller notes or earn-outs.
BrassRing Acquisition. (a) Complete and correct copies of the principal BrassRing Acquisition Documents have been provided to the Administrative Agent. (b) Each of the Loan Parties party to a BrassRing Acquisition Document (A) has the power and authority under the laws of its jurisdiction of organization and under its other organization documents to enter into and perform the BrassRing Acquisition Documents to which it is a party and (B) has taken all actions (corporate or otherwise) necessary for the execution and performance by it of the BrassRing Acquisition Documents to which it is a party. The BrassRing Acquisition Documents constitute the valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Parties in accordance with their respective terms, except that the enforceability of the obligations of the parties under the BrassRing Acquisition Documents is subject to the provisions of bankruptcy, insolvency, reorganization, moratorium or other similar laws and is subject to general equity principles which may limit the specific enforcement of certain remedies. (c) The making and performance of the BrassRing Acquisition Documents does not in any material respects violate any provision of any law or regulation, federal, state or local, and does not violate any provisions of the organizational documents of any Loan Party, or constitute a default under any material agreement by which any Loan Party or its property may be bound. No contracts that are material, in the aggregate which were acquired in the BrassRing Acquisition may be terminated by the counterparty(ies) thereto as a result of the BrassRing Acquisition and the change of ownership occasioned thereby.