▇▇▇▇▇ Acquisition Clause Samples
▇▇▇▇▇ 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.
▇▇▇▇▇ 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.
▇▇▇▇▇ Acquisition. As of the ▇▇▇▇▇ Closing Date, the ▇▇▇▇▇ Acquisition has been or shall concurrently be consummated in material compliance with the terms and conditions of the ▇▇▇▇▇ Purchase Agreement, and without material waiver or amendment of any of the conditions set forth in the ▇▇▇▇▇ Purchase Agreement, and all approvals of Governmental Authorities required for the consummation thereof have been obtained. Giving effect to the ▇▇▇▇▇ Acquisition, the making of the Loans, issuance of Liens and Guarantees and other transactions contemplated by the ▇▇▇▇▇ Acquisition to occur concurrently therewith, Borrower and its Subsidiaries, taken as a whole, are Solvent.
▇▇▇▇▇ Acquisition. The ▇▇▇▇▇ Acquisition shall have been (or contemporaneously with the Seventh Amendment Effective Date shall be) consummated in accordance with the terms of the ▇▇▇▇▇ Acquisition Agreement (and in connection therewith, the Borrower shall have acquired the proved Oil and Gas Properties evaluated in the ▇▇▇▇▇ 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 ▇▇▇▇▇ Acquisition Agreement, (b) any increase in the amount of the purchase price for the ▇▇▇▇▇ Acquisition (except pursuant to the express terms of the ▇▇▇▇▇ 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 ▇▇▇▇▇ 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.
▇▇▇▇▇ Acquisition. The ▇▇▇▇▇ Acquisition has been consummated substantially in accordance with the terms of the ▇▇▇▇▇ Acquisition Agreement; Parent has become the owner of all capital stock of ▇▇▇▇▇; and ▇▇▇▇▇ is a wholly-owned Subsidiary of Parent.
▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇▇ 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.
▇▇▇▇▇ Acquisition. Other than as Fairly Disclosed to Bidder prior to the date of this Deed, EUR has not:
(i) made any investment or funding of Velta;
(ii) completed the ▇▇▇▇▇ Acquisition or any phase thereof;
(iii) terminated or abandoned the Velta Acquisition or entered into any agreement in connection with the Velta Acquisition;
(iv) varied or amended (or agreed to vary or amend), or waived any rights under, the terms of the ▇▇▇▇▇ Acquisition, including any change to the aggregate consideration, the number of EUR shares to be issued, the conditions precedent to completion, the timetable for completion or any indemnity or warranty given by EUR in connection with the Velta Acquisition; or
(v) entered into any definitive agreement with Velta.
▇▇▇▇▇ Acquisition. Bank has received evidence acceptable to Bank in its sole and absolute discretion that the ▇▇▇▇▇ Acquisition has closed and all ▇▇▇▇▇ 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.
▇▇▇▇▇ Acquisition. The Administrative Agent shall have received a certificate, executed by a Responsible Officer of the Company, in substantially the form of Exhibit N-2, confirming that (i) the ▇▇▇▇▇ Acquisition Agreement and all other material ▇▇▇▇▇ Acquisition Documents have been executed and delivered in escrow by all applicable parties thereto, (ii) the consent and approval of all members, shareholders, boards of directors, managers, governmental entities, and material third parties necessary for the consummation of the ▇▇▇▇▇ Acquisition have been obtained, (iii) contemporaneous with the funding of the Loans to be funded on the ▇▇▇▇▇ Acquisition Closing Date, all conditions precedent to the closing of the ▇▇▇▇▇ Acquisition shall have been satisfied, (iv) after giving effect to the closing of the ▇▇▇▇▇ Acquisition and the funding of all Loans to be funded on the ▇▇▇▇▇ Acquisition Closing Date, the Company is, individually, and together with its Subsidiaries on a Consolidated Basis, Solvent, and (v) after giving effect to the closing of the ▇▇▇▇▇ Acquisition and the funding of all Loans to be funded on the ▇▇▇▇▇ Acquisition Closing Date, the Loan Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 7.11, as demonstrated by financial covenant calculations to be attached to such certificate.
▇▇▇▇▇ Acquisition. Prior to closing, Lender shall have received, reviewed and approved the terms of the ▇▇▇▇▇ Acquisition Agreement, including all disclosure schedules attached thereto or required to be delivered thereby, together with a copy of the audited financial statements of ▇▇▇▇▇ for its fiscal year ended January 31, 1997. At closing, Lender shall have received evidence satisfactory to it that: (i) the ▇▇▇▇▇ Acquisition has been consummated substantially in accordance with the terms of the ▇▇▇▇▇ Acquisition Agreement, as received, reviewed and approved by Lender; (ii) not less than Two Million Dollars ($2,000,000), in cash equity, has been contributed by Parent to finance the ▇▇▇▇▇ Acquisition; (iii) not less than Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in Subordinated Debt shall have been issued by Parent to the shareholders of ▇▇▇▇▇ to finance the ▇▇▇▇▇ Acquisition; and (iv) not less than One Million Dollars ($1,000,000) of the obligations due ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. in connection with the ▇▇▇▇▇ Acquisition shall have been satisfied by the issuance of capital stock of Parent.