Xxxxx Acquisition. Prior to issuance of a security badge(s), designated LICENSEE personnel who will be working onsite, and engaged in the performance of work under this LICENSE, must pass Airport’s screening requirements, which includes an F.B.I. Criminal History Records Check and a Security Threat Assessment, and shall pay any applicable fees. Upon successful completion of the background checks, LICENSEE designated personnel will be required to attend a 3-hour SIDA class and pass a written test. Those personnel who may be permitted by the Airport to drive on the Airport Operations Area (AOA) perimeter road must also complete a Driver’s Training class and written test. Airport identification badges are not issued until designated LICENSEE personnel have: 1) completed appropriate application forms and submitted proof of identity and employment eligibility, 2) passed both background checks, 3) completed and passed appropriate classroom training and 4) paid an identification badge fee for each badged person. LICENSEE should anticipate a minimum of ten (10) business days to complete the security badge process if all requirements listed above are fulfilled by individual badge applicants in a timely manner. LICENSEE’s designated personnel must successfully complete the badge acquisition process, unless other arrangements have been approved by the Airport. LICENSEE shall be responsible for all applicable fees and costs associated with the background checks and badging process. The amount of such fees is subject to change without notice.
Xxxxx Acquisition. Prior to issuance of a security badge(s), designated Contractor personnel who shall be working on-site at JWA terminal, and engaged in the performance of work under this Contract must pass JWA’s screening requirements, which include an F.B.I. background investigation (fingerprinting) and Security Threat Assessment (STA) (estimated fee is $29.00 for fingerprinting and $11.00 for STA per person.). It may take up to two weeks to obtain clearance. Contractor’s designated personnel shall need to take a 2-hour SIDA training class at JWA and pass the written test (estimated fee is $10.00 per person). Contractor shall be responsible for all costs associated with the background checks, and abide by all of the security requirements set forth by the Transportation Security Agency (TSA) and JWA. Contractor’s designated personnel must successfully complete the badge acquisition within 14 days of Contract execution, unless other arrangements have been coordinated by County Project Coordinator or designee in writing. Infrastructure Solutions, Inc. Rev. 2/23/2021 XXXX XXXXX AIRPORT County of Orange, Xxxx Xxxxx Airport MA-280-19010612 Formatted: t1, Left, Tab stops: -0.07", Left + 3.25", Centered + 6.5", Right Formatted: t1, Left, Border: Bottom: (Single solid line, Auto, 1.5 pt Line width), Tab stops: -0.07", Left + 3.25", Centered + 6.5", Right Formatted: Font: Italic On-Call Environmental Program Support OCENV18B Wood Environment and Infrastructure Solutions, Inc.
Xxxxx Acquisition. The Company (or one of its wholly owned Subsidiaries) shall have entered into definitive purchase agreements, in form and substance satisfactory to the Buyers, with the shareholder of Xxxxx Xxxxxxx Electronics, Inc. pursuant to which the Company (or one of its wholly owned Subsidiaries) will purchase all of the capital stock of such entities substantially simultaneously with the Closing.
Xxxxx Acquisition. The acquisition by the Borrower (or an affiliate of the Borrower) of one hundred percent (100%) of the capital stock of XxXxx and its Subsidiaries and the acquisition of certain assets from XxXxx Canada on the terms and conditions set forth below:
Xxxxx Acquisition. Upon the closing (if any) of the XxXxx Acquisition, each of the representations and warranties made by the Borrower and, to the best of the Borrower's knowledge, XXXX Corp. contained in the XxXxx Asset Purchase Agreement or the XxXxx Stock Purchase Agreement shall have been true and correct in all material respects when made and shall continue to be true and correct in all material respects on the date of such closing, except to the extent that any of such representations and warranties relate, by the express terms thereof, solely to a date falling prior to the date of such closing, and except to the extent that any of such representations and warranties may have been affected by the consummation of the transactions contemplated and permitted or required by the XxXxx Asset Purchase Agreement or the XxXxx Stock Purchase Agreement.
Xxxxx Acquisition. Bank has received evidence acceptable to Bank in its sole and absolute discretion that the Xxxxx Acquisition has closed and all Xxxxx Acquisition Assets have been acquired by and transferred to RFAC free and clear of liens and encumbrances other than the Approved Existing Liens, and that the Ground Lease has been acquired by and transferred to RFAC free and clear of liens and encumbrances other than those approved by Bank.
Xxxxx Acquisition. The Xxxxx Acquisition shall have been (or contemporaneously with the Seventh Amendment Effective Date shall be) consummated in accordance with the terms of the Xxxxx Acquisition Agreement (and in connection therewith, the Borrower shall have acquired the proved Oil and Gas Properties evaluated in the Xxxxx Acquisition Reserve Report), without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), it being understood and agreed that, without limitation, (a) any change to the definition of “Seller Material Adverse Effect” contained in the Xxxxx Acquisition Agreement, (b) any increase in the amount of the purchase price for the Xxxxx Acquisition (except pursuant to the express terms of the Xxxxx Acquisition Agreement as in effect on June 27, 2022 and, otherwise, except to the extent such increase is funded solely with the proceeds of common equity issued by the Parent), (c) any change in the third party beneficiary rights in the Xxxxx Acquisition Agreement applicable to the Arrangers and the Lenders, or (d) any change in the governing law of the Acquisition Agreement, shall, in each case, be deemed to be materially adverse to the interests of the Lenders) unless approved by the Administrative Agent in its sole discretion.
Xxxxx Acquisition. As of the Xxxxx Closing Date, the Xxxxx Acquisition has been or shall concurrently be consummated in material compliance with the terms and conditions of the Xxxxx Purchase Agreement, and without material waiver or amendment of any of the conditions set forth in the Xxxxx Purchase Agreement, and all approvals of Governmental Authorities required for the consummation thereof have been obtained. Giving effect to the Xxxxx Acquisition, the making of the Loans, issuance of Liens and Guarantees and other transactions contemplated by the Xxxxx Acquisition to occur concurrently therewith, Borrower and its Subsidiaries, taken as a whole, are Solvent.
Xxxxx Acquisition. (a) The XXXXx Acquisition Agreement is in full force and effect, no material breach, default or waiver of any term or provision thereof by the Counterparty or, to the best of the Counterparty’s knowledge, the other parties thereto, has occurred and no action has been taken by any competent authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, any component of the XXXXx Acquisition Transaction.
Xxxxx Acquisition. The consent provided in this Section 2, either alone or together with other consents which Lender may give from time to time, shall not, by course of dealing, implication or otherwise, obligate Lender to consent to any other creation, formation, purchase or other acquisition of a Domestic Subsidiary of any Loan Party, past, present or future, other than the X.X. Xxxxx Acquisition specifically consented to by this Amendment, or reduce, restrict or in any way affect the discretion of Lender in considering any future consent requested by the Loan Parties. In addition, the Loan Parties have requested that Lender consent to the release of the Individual Guaranty. Upon the execution and delivery of this Amendment by the Loan Parties and the satisfaction of its terms, Lender will execute and deliver to Xx. XxXxxxxx the Release of Guaranty in the form of Exhibit A attached hereto, releasing of the Individual Guaranty. The release of the Individual Guaranty effected in connection with this Amendment, either alone or together with other consents, or releases of guaranty, as applicable, which Lender may give from time to time, shall not, by course of dealing, implication or otherwise, obligate Lender to release any other guaranty, in any case past, present or future, other than the Individual Guaranty, or reduce, restrict or in any way affect the discretion of Lender in considering any future consent for a release requested by the Loan Parties.
