ACN Acquisition Agreement definition

ACN Acquisition Agreement means the Asset Purchase Agreement, dated as of January 24, 2007, by and among Borrower, the ACN Seller and solely for purposes of Section 2.22 thereof, ACN Holding LLC, as amended by that certain letter agreement, dated May 2, 2007, by and among Borrower, ACN Seller and ACN Holding LLC and that certain letter agreement dated June 29, 2007, by and among Borrower, ACN Seller and ACN Holding LLC, as such agreement may be further amended, restated, supplemented or otherwise modified from time to time pursuant to the Opco Credit Agreement, as assigned by Borrower to Opco pursuant to the ACN Acquisition Agreement Assignment.
Sample 1
ACN Acquisition Agreement means the Asset Purchase Agreement, dated as of January 24, 2007, by and among Parent, the ACN Seller and solely for purposes of Section 2.22 thereof, ACN Holding LLC, as amended by that certain letter agreement, dated May 2, 2007, by and among Parent, ACN Seller and ACN Holding LLC and that certain letter agreement, dated June 29, 2007, by and among Parent, ACN Seller and ACN Holding LLC, as such agreement may be further amended, restated, supplemented or otherwise modified from time to time to the extent permitted under subsection 7.12A, as assigned by Parent to Borrower pursuant to the ACN Acquisition Agreement Assignment.
Sample 1

Examples of ACN Acquisition Agreement in a sentence

  • Notwithstanding anything in the ACN Acquisition Agreement to the contrary, the representations and warranties of Borrower set forth in Sections 4.16B and 4.16C shall, solely for purposes of this Agreement, survive the Closing Date for the benefit of the Lenders.

  • Notwithstanding anything in the ACN Acquisition Agreement to the contrary, the representations and warranties of the applicable Credit Parties set forth in subsections 5.17B and 5.17C shall, solely for purposes of this Agreement, survive the Closing Date for the benefit of Administrative Agent and Lenders.

  • To the knowledge of Borrower and each of its Subsidiaries, each of the representations and warranties given to Borrower and each of its Subsidiaries by the ACN Seller in the ACN Acquisition Agreement is true and correct in all material respects as of the Closing Date (or as of any earlier date to which such representation and warranty specifically relates).

  • Each of the representations and warranties given or to be given by Borrower and each of its Subsidiaries to the ACN Seller in the ACN Acquisition Agreement is true and correct in all material respects as of the Closing Date.

  • To the knowledge of Parent, Borrower and the other Credit Parties, each of the representations and warranties given to the applicable Credit Parties by the ACN Seller in the ACN Acquisition Agreement is true and correct in all material respects as of the Closing Date (or as of any earlier date to which such representation and warranty specifically relates).

  • Each of the representations and warranties given or to be given by the applicable Credit Parties to the ACN Seller in the ACN Acquisition Agreement is true and correct in all material respects as of the Closing Date.

Related to ACN Acquisition Agreement

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Factoring Agreement means an agreement by and between a Borrower or a Subsidiary of a Borrower and a Factoring Company pursuant to which a Borrower or such Subsidiary shall, pursuant to customary terms for the size and type of transaction involved, sell, transfer and assign its rights, title and interests in certain accounts receivable, specifically identified therein, to a Factoring Company.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Original Financing Agreement means the development credit agreement for a Social Investment Program Project between the Recipient and the Association, dated April 7, 2003, as amended to the date of this Agreement (Credit No. 3740-BD).

  • Non-Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Parent Agreement has the meaning given to it in Clause 12;

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree: