Potential Acquisitions Sample Clauses

The "Potential Acquisitions" clause defines how parties will handle situations where one party is considering acquiring another business or asset during the term of their agreement. Typically, this clause outlines the obligations to notify the other party of any such potential acquisitions, and may specify procedures for due diligence, confidentiality, or consent requirements. Its core function is to ensure transparency and manage the impact of acquisitions on the existing contractual relationship, thereby preventing conflicts of interest or disruptions to ongoing business arrangements.
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Potential Acquisitions. Potential acquisitions required pursuant to the following agreements: Limited Liability Company Operating Agreement of PHH Home Loans, LLC dated as of March 31, 2006, by and between PHH Broker Partner Corporation and Cendant Real Estate Services Venture Partner, Inc. (as amended and as further amended, restated, supplemented or modified from time to time) Strategic Relationship Agreement dated as of January 31, 2005, by and among Cendant Real Estate Services Group, LLC, Cendant Real Estate Services Venture Partner, Inc., PHH Corporation, PHH Mortgage Corporation (f/k/a Cendant Mortgage Corporation), PHH Broker Partner Corporation and PHH Home Loans, LLC (as amended and as further amended, restated, supplemented or modified from time to time) Amended and Restated Limited Liability Company Agreement of Speedy Title & Appraisal Review Services LLC dated as of March 7, 2011, by and between PHH Mortgage Corporation and CoreLogic Holdings II, Inc. (as amended, restated, supplemented or modified from time to time)
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Potential Acquisitions. Subject to Section 9.4, in relation to potential business acquisitions by Company of a business or entity that may have requirements for Services, Provider shall provide Company, and Company shall pay the incremental costs, with the following support: (i) Assist Company in planning, preparing and implementing any transition or changes related to the Services as a result of an acquisition; (ii) As part of these activities, perform an analysis of the acquired business’ (or to-be-acquired business’) current facilities management and related services and the impacts to the acquired business and Company; (iii) Taking into account economies of scale and other synergies between the acquired business and Company, use reasonable efforts to reduce Services Costs associated with the Services; (iv) Perform infrastructure changes due to an acquisition; (v) Perform increased data and physical security as required; (vi) Provide temporary staffing as required ensuring uninterrupted Services; and (vii) Perform increased disaster recovery planning, as may be required.
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Potential Acquisitions. (a) Upon the identification by any of the Resource Entities or the MLP of any properties or leases within the Area of Mutual Interest for possible acquisition by the Resource Entities, the MLP or any Affiliate (each, a "Potential Acquisition") that include a Third Party Gathering System and related easements, fixtures and facilities (the "Identified Third Party Gathering System"), the identifying party shall give Notice to the other party of the identification of such proposed acquisition. To aid the Resource Entities in identifying such possible acquisitions, Exhibit F attached hereto sets forth general criteria by which the MLP expects to value any potential acquisition, which exhibit may be amended from time to time by Notice from the MLP to the Resource Entities, and which the Resource Entities acknowledge do not constitute strict criteria. The Notice shall identify the seller and the proposed sales price of the Potential Acquisition, and shall include all written information about the Potential Acquisition provided to the identifying party by or on behalf of the seller, and any information or analyses compiled by the identifying party or that the identifying party has in its possession from other sources. (b) The MLP and the Resource Entities shall then proceed jointly to formulate a bid for the Potential Acquisition, with the MLP's bid to be for the Identified Third Party Gathering System and the Resource Entities' bid to be for the remaining properties, ▇▇▇▇▇ and/or leases. The parties agree to use all reasonable business efforts to effect their bids within the time frame specified by the applicable seller. At any time during the bid process but before the execution of any definitive documents with respect to the purchase of the Potential Acquisition, either the MLP or the Resource Entities may give Notice to the other of their desire not to continue with the bid. In such case, the other party may continue with the bid for its own account and with no obligation to the other under this Agreement with respect to the properties then identified to be included in the Potential Acquisition. (c) In connection with the MLP's bid, the MLP shall give Notice to Atlas America of the Operating Fee the MLP proposes to be applicable to the Identified Third Party Gathering System. Atlas America shall then elect by Notice to the MLP whether Atlas America agrees to operate the Identified Third Party Gathering System under this Agreement with the application of that O...
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Potential Acquisitions. Except as disclosed in the Buyer Filings, the Buyer has no ongoing discussions or contacts with any persons or entities regarding the purchase or acquisition of the stock or assets of any entity which, in the judgment of the Buyer, are likely to result in the consummation of any such transaction.
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Related to Potential Acquisitions

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or (ii) other than in the ordinary course of business, otherwise acquire or agree to acquire any assets which, in the case of this clause (ii), are material, individually or in the aggregate, to the Company.

  • 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).

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Permitted Acquisitions (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Lead Borrower and its Restricted Subsidiaries may from time to time after the Closing Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Event of Default shall have occurred and be continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto and (ii) at the time of the consummation of any Permitted Acquisition, the Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which Section 9.01 Financials were required to have been delivered, does not exceed 5.25 to 1.00; provided that the aggregate consideration paid by the Lead Borrower and its Restricted Subsidiaries in connection with Permitted Acquisitions consummated from and after the Closing Date where the Acquired Entity or Business does not become a Credit Party or owned by a Credit Party, shall not exceed the sum of (x) the greater of $25,000,000 and 2.5% of Consolidated Total Assets (measured at the time of such Permitted Acquisition is consummated), plus (y) the Available Amount. (b) At the time of each Permitted Acquisition involving the creation or acquisition of a Restricted Subsidiary, or the acquisition of Equity Interests of any Person, the Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Creditors pursuant to (and to the extent required by) the Pledge Agreement; provided that the pledge of the outstanding capital stock of any FSHCO or Foreign Subsidiary that is a CFC directly owned by the Lead Borrower or a Domestic Subsidiary that is a Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC and (y) one-hundred percent (100%) of the non-voting Equity Interest of such FSHCO or Foreign Subsidiary that is a CFC; provided that for the avoidance of doubt, no FSHCO, Foreign Subsidiary that is a CFC, or Subsidiary of a CFC shall be required to pledge any of its assets in connection with any such Permitted Acquisition. (c) Each Borrower shall cause each Restricted Subsidiary (other than an Excluded Subsidiary) which is formed to effect, or is acquired pursuant to, a Permitted Acquisition to comply with, and to execute and deliver all of the documentation as and to the extent required by, Section 9.12, to the reasonable satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by each Borrower that the certifications pursuant to this Section 9.14 are true and correct in all material respects and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Sections 8 and 11. (e) Notwithstanding anything to the contrary contained herein, if the Lead Borrower has made a LCT Election pursuant to Section 1.03 in respect of a Permitted Acquisition, then any determination of compliance with the provisions of Section 9.14(a)(i) and 9.14(d) shall be made effective as of the date of entering the definitive agreement for such Permitted Acquisition.

  • 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.