AA Acquisition definition
Examples of AA Acquisition in a sentence
Immediately following the AA Acquisition, the business divisions of AA, being its Broadcasting (“Specialty TV”) Division, Entertainment Division and Motion Picture Distribution (“Movie”) Division, will be separated on a tax-efficient basis as set forth in Schedule A and as further described in Sections 10 to 13 of this Term Sheet (the “Separation”).
In the event the AA Acquisition is not completed for any reason other than a default of an Investor under this Term Sheet, or any of the agreements or commitments referred to herein or under any of the Acquisition Agreements, the costs, fees and expenses associated with the AA Acquisition, including those set out in Schedule D to the extent incurred (the “Acquisition Costs”), shall be allocated to and paid by the Investors in the Sharing Percentages.
Subject to the terms and conditions of this Term Sheet and the other agreements related to the AA Acquisition transaction, the Investors will cause the funds provided pursuant to the Commitments and the Debt Commitment Letter to be invested, lent or otherwise made available to the entities and in the amounts outlined in Schedule C in the manner outlined in Schedule A.
In connection with the AA Acquisition, prior to the completion of the Arrangement (the “Closing”) the Investors will implement, in a tax-efficient manner, the holding company structure for Acquireco outlined in Schedule A.
To the extent the AA Acquisition is not completed by reason of a default or breach by one of the Investors under this Term Sheet or any of the agreements or commitments referred to herein or under any of the Acquisition Agreements, the defaulting Investor shall be responsible for all Acquisition Costs incurred by the Investors in connection with the AA Acquisition and fully indemnify the non-defaulting Investor in respect of all such Acquisition Costs incurred by the non-defaulting Investor.
In the event of the completion of the AA Acquisition, the costs, fees and expenses associated with the AA Acquisition and one time corporate severance, retention and restructuring costs, shall, subject to paragraph (g), be allocated to and paid by the entity or entities specified on Schedule D.
LANDLORD: AA ACQUISITIONS LLC, a Florida limited liability company By: Printed Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Printed Title: President STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization, this day of February, 2021 by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as President of AA Acquisition LLC, a Florida limited liability company, on behalf of the company.
In the event of the completion of the AA Acquisition, all financing costs, fees and expenses in connection with the debt financing for the AA Acquisition shall be borne by the Separation Entity in respect of which such debt financing has been provided.