Business Acquisition. As of the date of this Agreement, Purchaser does not have any intention of selling any of the acquired assets relating to the Business and has not entered into any discussions with respect thereto.
Business Acquisition. Pursuant to the terms of the Purchase Agreement, GSI acquired 100% of the outstanding membership interests of NDS Surgical Imaging, LLC and 100% of the outstanding stock of NDS Surgical Imaging KK, wholly owned subsidiaries of Holdings (collectively, “NDS”). The total purchase price was $82.5 million in cash, subject to customary working capital adjustments. For purposes of this pro forma presentation, the total purchase price has been allocated to tangible assets, identifiable intangible assets and assumed liabilities based on their estimated fair values as of September 28, 2012. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities will be recorded as goodwill. Our estimates and assumptions in determining the estimated fair values of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date). The purchase price will remain preliminary until the Company’s advisors complete a valuation of inventories, significant identifiable intangible assets acquired, and other assets and liabilities acquired. The final amounts allocated to assets and liabilities acquired will be based on assets acquired and liabilities assumed as of the closing date of the acquisition and could differ significantly from the amounts presented in these unaudited pro forma condensed consolidated financial statements. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on our preliminary purchase price allocation (in thousands): Estimated Purchase Price Allocation Accounts receivable $ 11,585 Inventory 12,827 Property and equipment 3,356 Intangible assets 36,018 Other assets 6,507 Goodwill 26,938 Total assets acquired 97,231 Accounts payable 6,189 Accrued expenses 3,183 Deferred tax liabilities 4,313 Other liabilities assumed 1,046 Total liabilities assumed 14,731 Total net assets acquired $ 82,500 The amounts allocated to identifiable intangible assets have been attributed to the following categories based on our preliminary valuation: Developed technologies $ 6,607 Tradenames and trademarks 7,472 Customer relationships 20,703 Backlog 1,236 The identifiable intangible assets, other than goodwill, will be amortized over their estimated useful lives ranging from one to eighteen years in proportion to the anticipated economic benefits attributable to them. Estimated amortization expense for each of the five suc...
Business Acquisition. Refrain from purchasing or otherwise acquiring during any fiscal year, all or substantially all, of the assets of any other person, firm, corporation or other entity in an amount in excess of $5,000,000.00 for any one acquisition in any single fiscal year, and in an amount in excess of $15,000,000.00 in the aggregate for all such acquisitions in any single fiscal year.
Business Acquisition. The Quarxxx Xxxet Acquisition shall constitute a permitted acquisition under SECTION 6.7 of the Loan Agreement, notwithstanding any other restrictions set forth in SECTION 6.7.
Business Acquisition. Combined Metal Industries has taken over or acquired Superstruct 1983 Pty Ltd and this clause applies to the employees of that business who are taken on by Combined Metal Industries.
Business Acquisition. In April 2002, the Company purchased certain assets of an existing business for $20,000 and assumed certain debt and liabilities of $324,736. Total costs of $344,736 were allocated based on relative estimated fair market values to loan receivable ($176,552), property and equipment ($54,780), and deposit assets ($113,404).
Business Acquisition. There are no Liabilities of whatsoever nature resulting from the Business Acquisition, or any activity prior to the Business Acquisition, except as reflected in the Financial Statements. In particular, the Intercompany Payable is fully and irrevocably settled, including any potential tax liabilities relating thereto, so that the Company is free and clear from any Liability arising from, or relating to, the Intercompany Payable.
Business Acquisition. On January 27, 1999, the Company acquired 100% of the issued and outstanding share capital of Xceedx Technologies Inc., a company whose principal business was developing and selling eCommerce software products. The acquisition has been accounted for using the purchase method of accounting, in which the results of operations are included in the Company's accounts from the date of acquisition. Details of this acquisition are as follows: # OF SHARES $ ------------------------------------------------------------------------------ Purchase price 875,000 ------------------------------------------------------------------------------ Consideration given: Common shares issued January 27, 1999 6,250,000 875,000 ------------------------------------------------------------------------------ The purchase price has been allocated according to the estimated fair values of the assets and liabilities of Xceedx Technologies Inc. as follows: $ ------------------------------------------------------------------------------ Cash 13,500 Accounts receivable and prepaids 10,822 Property and equipment 6,727 eCommerce technology 1,416,484 Accounts payable and accrued liabilities (22,643) Loan payable (67,890) Deferred tax liability (482,000) ------------------------------------------------------------------------------ Net assets 875,000 ------------------------------------------------------------------------------ The allocation to net assets includes incurred liabilities of $9,352 in respect of acquisition costs.
Business Acquisition. In the event that a Party, subsequent to the Effective Date, acquires from a Third Party any ongoing business, Entity or product line, such acquired business, Entity or product line (and, in each case, the making, using, Selling, offering for Sale and importing products and services thereof) shall automatically be deemed to be licensed under and otherwise entitled to the rights and immunities of such acquiring Party under this Agreement (including, without limitation, Articles 3 and 5 hereof) retroactive to the date of such acquisition; provided, however, that in the event that the other Party (the “Litigating Party”) has filed a Suit against such Third Party with respect to such ongoing business, Entity or product line prior to the date of the signing of a binding, definitive agreement with the acquiring Party with respect thereto, then the Litigating Party shall retain all such claims and retains all rights to such Suit and any grant of licenses, rights and immunities of the acquiring Party with respect thereto shall be subject to such prior Suit.
Business Acquisition. Refrain from purchasing or otherwise acquiring all or substantially all of the assets of any other person, firm, corporation or other entity if, after giving effect to such acquisition, the aggregate amount of all such acquisitions during any fiscal year would exceed $5,000,000.00. The covenants contained in this Section 6 were negotiated by the Bank and Borrower based on information provided to the Bank by the Borrower. A breach of a covenant is an indication that the risk of the transaction has increased. In consideration for any waiver or modification of these covenants, the Bank may require: additional collateral, guaranties or other credit support; higher fees or interest rates; and/or revised loan documentation or monitoring. The waiver or modification of any covenant that has been violated by the Borrower will be made in the sole discretion of the Bank. These options do not limit the Bank's right to exercise its rights under Section 7 of this Agreement.
