Pending Acquisition. The Company has notified Buyer of three potential acquisitions by the Company as set forth on Schedule 5.07. The Company agrees to use its reasonable best efforts to enter into definitive agreements and consummate the transactions referred to therein as soon as reasonably practicable. Any such definitive agreement shall be in substantially the terms set forth in Schedule 5.07 or the related letters of intent referred to therein and shall be reasonably acceptable to the Buyer. The Company shall not waive any material term or condition thereunder without the consent of Buyer. The Company shall be entitled to borrow money under its existing facilities to consummate such transactions and any matter arising from such transactions that would result in a breach of any of the representations and warranties in Article 3 shall be disregarded for purposes of this Agreement.
Pending Acquisition. The Company shall (i) use its reasonable best efforts to complete the Pending Acquisition as soon as practicable and (ii) terminate the Pending Acquisition Agreement if the Pending Acquisition has not closed by the later of (A) the termination date set forth in Section 8.1(c) of the Pending Acquisition Agreement and (B) the date on which the OTS has issued its approval of the Merger and the Bank Mergers.
Pending Acquisition. The Pending Acquisition shall have occurred or the Pending Acquisition Agreement shall have been terminated in accordance with its terms (it being understood and agreed that the failure of the Company to consummate the Pending Acquisition shall not constitute a Material Adverse Effect under this Agreement or otherwise constitute a failure of any condition under this Section 7.2).
Pending Acquisition. The Sellers have provided to Pioneer a true, accurate and complete copy of that certain Asset Purchase Agreement, dated as of December 1, 2007, among WEDGE Wireline, Phoenix and Xxxx Xxxxxxx, Xxxxxx X. Xxxxxxx and Xxxx Xxxxxx (the “Phoenix Purchase Agreement”), pursuant to which WEDGE Wireline acquired substantially all of the assets of Phoenix.
Pending Acquisition. Tri-Cities Sub is a party to an Asset Purchase Agreement dated as of January 10, 2000 (the "WGOC Agreement") with J. T. Xxxxxx Xxxadcasting Corporation (the "WGOC Owner"), pursuant to which Tri-Cities Sub has agreed to acquire substantially all of the assets of WGOC(AM) licensed to Blountville, Tennessee ("WGOC") for approximately $850,000.00 (the "Pending Acquisition"). Tri-Cities Sub and the WGOC Owner are also parties to a Time Brokerage Agreement dated January 10, 2000 (the "WGOC TBA"), pursuant to which Tri-Cities Sub has agreed to provide various services to the WGOC Owner relating to WGOC. The Company shall use commercially reasonable efforts to consummate the Pending Acquisition prior to the Closing in accordance with and subject to the terms and conditions of the WGOC Agreement. In the event the Pending Acquisition has been consummated prior to the Closing, from and after the date on which the Pending Acquisition is consummated, the term "Stations" and "Assets" shall include, respectively, WGOC and all of the assets relating thereto; provided, however, for purposes of such inclusion, Citadel acknowledges that the Company intends to operate WGOC consistent with the Company's past practices.
Pending Acquisition. The Company intends to use the net proceeds of the Notes held in the Proceeds Account to pay a portion of the purchase price of a pending acquisition of the issued and outstanding capital stock of GNLV, CORP. and GNL, CORP. (“GNLV and GNL Stock”) from Mirage Resorts, Incorporated (the “Acquisition”) pursuant to a stock purchase agreement entered into on June 24, 2003 (the “Stock Purchase Agreement”) by and among the Company, MGM MIRAGE, Mirage Resorts, Incorporated, GNLV, CORP., GNL, CORP. and Golden Nugget Experience, LLC. If the Acquisition is terminated or otherwise does not close prior to certain dates as specified in this Agreement, then the Notes must be redeemed at a redemption price equal to 100% of the offering price plus accrued interest to the redemption date.
Pending Acquisition. To the knowledge of the Company, the representations and warranties of the JMB Sellers contained in Articles III and IV of the Acquisition Agreement were, as of the date of the Acquisition Agreement, and are, as of the date hereof, true and accurate in all material respects (except to the extent that any such representation and warranty is expressly qualified as to materiality or “Material Adverse Effect” or words to similar effect, in which case such representation and warranty shall be true and accurate). The Company has not received any notice of breach or termination of the Acquisition Agreement.
Pending Acquisition. To the knowledge of the Company, after due inquiry, the representations and warranties of AT&T relating to the Transferred Companies contained in Article IV of the Stock Purchase Agreement were as of the date of the Stock Purchase Agreement and are, as of the date hereof, true and accurate in all material respects. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any of the Transferred Companies or any of their subsidiaries were as of the date of the Stock Purchase Agreement or are, as of the date hereof, in default or breach, and no event has occurred that, with notice or lapse of time or both, would constitute such default or breach, of the due performance or observance of any material term, agreement, covenant or condition contained in the Stock Purchase Agreement.
Pending Acquisition. To the knowledge of the Company, the representations and warranties of Verizon relating to the VSTO contained in Article IV of the Securities Purchase Agreement were as of the date of the Securities Purchase Agreement and are, as of the date hereof, true and accurate in all material respects. None of the Company, any of its subsidiaries or, to the knowledge of the Company, the VSTO or any of its subsidiaries were as of the date of the Securities Purchase Agreement or are, as of the date hereof, in default or breach, and no event has occurred that, with notice or lapse of time or both, would constitute such default or breach, of the due performance or observance of any material term, agreement, covenant or condition contained in the Securities Purchase Agreement.
Pending Acquisition. To the knowledge of the Company, the representations and warranties of Kite Pharma, Inc., a Delaware corporation (“Kite Pharma”), contained in Section 3 of the Agreement and Plan of Merger, dated as of August 27, 2017, among the Company, Kite Pharma and Dodgers Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Agreement”), were as of the date of the Merger Agreement and are, as of the date hereof, true and accurate in all material respects.
