Post-Acquisition a. Upon acquiring the Right-of-Way by deed or by final order in condemnation, City shall provide Subdivider with an accounting (the “Accounting”) of all compensation, costs and expenses incurred, paid and/or due under this Agreement. After first applying all remaining cash advances and deposits made with the City pursuant to this Agreement, City shall make written demand on Subdivider for the payment of any amounts greater than the remaining balance of all cash advances and deposits. Subdivider shall, within ten business days after receiving said demand and Accounting, pay the City the amount that the City has determined to be the remaining balance.
Post-Acquisition. Upon completion of the acquisition of the Buildings and the Initial Financing, the Company will proceed with Leasing and management of the Project.
Post-Acquisition. Notwithstanding anything to the contrary herein, from and after the closing under the Agreement and Plan of Acquisition dated as of September 14, 1995 (the "Acquisition agreement") by and among the Company, Kulicke and Xxxxx Industries, Inc. ("K&S"), Kulicke and Xxxxx Acquisition Corporation and certain stockholders of the Company, (a) Employee shall cease to be an employee of the Company and shall not serve as an officer, director or employee of the Company or any of its affiliates (except as contemplated in Section 6.5 of the Acquisition Agreement or as may otherwise expressly be agreed to in writing by K&S) and (b) neither the Company nor any of its affiliates shall have any further obligation or liability to Employee pursuant to this Agreement (including, without limitation, with respect to compensation, benefits and vacation) other than provided in Section 6 hereof regarding annual payments of $200,000. Employee acknowledges that this Agreement and the Acquisition Agreement contain provisions regarding confidentiality and non-competition which may, in certain respects, differ in scope. Nevertheless, the Company (and K&S) shall be entitled to enforce these provisions independently; neither of these provisions shall in any way be read or construed to limit the scope of the other." The Agreement, as amended hereby, is ratified and confirmed in all respects. If you are in agreement with the foregoing, please execute the enclosed copy of this letter, whereupon we shall be mutually legally bound under the Alabama law. Very truly yours, CIRCLE "S" INDUSTRIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx ----------------------- Xxxxxxx X. Xxxxxxx Treasurer and Chief Financial Officer ACKNOWLEDGED AND AGREED: /s/ Xxxxx X. Xxxxxxxx, Xx. -------------------------- Xxxxx X. Xxxxxxxx, Xx.
Post-Acquisition. Unlimited guarantee from the Target and each of its subsidiaries; 5. Post-Acquisition: Debenture Agreement(s) from the Target and each of its subsidiaries, providing the Lenders with a first-ranking security interest over all of its tangible and intangible assets (other than shares) and including, without limitation, all freehold interests in any owned real properties other than any real properties subject to Permitted Pension Security, whether now owned or hereafter acquired, subject to permitted encumbrances to be agreed. 6.
Post-Acquisition. Leasehold charges, access agreements (or the equivalent) and tri-party agreements (or the equivalent) in respect of each material leased property other than any property subject to Permitted Pension Security. 7.
Post-Acquisition. Agent to be named as first mortgagee and loss payee on property insurance policies and as an additional insured on liability insurance policies other than any insurance policies subject to Permitted Pension Security. Insurance to include business interruption insurance. Property insurance policies to include standard mortgage clause. Certified copies of policies to be provided. 8. Post-Acquisition: Priority agreements as determined by the Lenders including but not limited to agreements with original equipment manufacturer (“OEM”) captives providing floor plan financing. Conditions Precedent to Bridge Facility Drawdown: Usual and customary for this type of transaction, each in form and substance satisfactory to the Lenders including and limited to: 1. Each condition set forth in Schedule 5 (Conditions Precedent) of the Interim Facility Agreement with appropriate modifications to reference the Bridge Facility in place of the Interim Facility. 2. Delivery of the Loan Documents (other than any Loan Documents noted herein as being delivered Post-Acquisition). 3. Payment of fees and expenses. 4. Delivery of a copy of the final draft Announcement. 5. Currency exchange rate for the drawdown or drawdowns, as applicable, under the Bridge Facility to be fixed and in place as at the time of Announcement, by way of hedging arrangements to be entered into by the Arrangers and the Borrower. 6. A legal opinion of: (a) Xxxxx Xxxxx Jersey LLP, counsel to the Lenders as to Jersey law, in relation to the due authorisations and capacity of the Parent to enter into the Loan Documents to which it is party; and (b) Xxxx Xxxxxxxx LLP, counsel to the Lenders as to English law, in relation to the enforceability of the Loan Documents and the due authorisation and capacity of the Borrower to enter into the Loan Documents to which it is a party. The Lenders shall not have any obligation under the Bridge Facility Documentation to make available to the Borrower any part of the Bridge Facility should the Borrower fail to satisfy any of the foregoing conditions precedent, each in form and substance satisfactory to the Lenders, unless otherwise waived by the Lenders, in their sole and absolute discretion. Certain Funds: The Bridge Facility will be made available on a customary "certain funds basis" on terms and conditions (including with respect to conditions precedent and/or other conditions to, or requirements in respect of, any drawdown of the Bridge Facility (howsoever described) during...
