Other Acquisition Agreement definition

Other Acquisition Agreement has the meaning set forth in the recitals.
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Examples of Other Acquisition Agreement in a sentence

  • Prior to or concurrently with the Closing, the transactions contemplated by the Other Acquisition Agreement shall have been consummated.

  • Parent will promptly deliver, as soon as they are available to Parent, all exhibits and schedules (including the disclosure schedules) to each Other Acquisition Agreement and all amendments and supplements to those exhibits and schedules.

  • The Other Acquisition Agreement, together with the other documentation required thereunder, shall have been executed and delivered by the parties thereto and the Other Acquisition shall be consummated contemporaneously herewith but effective immediately following the consummation hereof.

  • Parent will not enter into any amendment to any Other Acquisition Agreement unless the Shareholders have previously consented thereto in writing, which consent may not be unreasonably withheld or delayed unless (i) the Shareholders are not given, simultaneously with the execution of any such amendment, all of the benefits accorded thereby to the Other Company and its shareholders, or (ii) the amendment is materially unfavorable to Parent and/or Merger Sub in the reasonable belief of the Shareholders.

  • Buyer shall have received third party financing in the amount sufficient to consummate the closing hereunder and under the Other Acquisition Agreement on terms acceptable to Buyer.

  • The Seller, the Owner and the Owner Member acknowledge and confirm that the purchase price to be paid with respect to the Other Acquisition pursuant to the Other Acquisition Agreement has been separately negotiated with the selling party therein.

  • The Seller, the Company and the Seller Owner acknowledge and confirm that the purchase price to be paid with respect to the Other Acquisition pursuant to the Other Acquisition Agreement has been separately negotiated with the selling party therein.

  • The Other Acquisition Agreement, together with the other documentation required thereunder, shall have been executed and delivered by the parties thereto and the Other Acquisition shall have been consummated and effective immediately preceding the consummation hereof.

  • To the extent Buyer has asserted indemnification claims hereunder or under the Other Acquisition Agreement that have not been satisfied or resolved (“Open Claims”) at the time that Buyer is obligated to pay any EBITDA Payment Amount hereunder, Buyer may offset the amount of such Open Claims against the EBTIDA Payment Amount.

  • Buyer shall have received third party financing in an amount sufficient to consummate the transactions contemplated hereby and by the Other Acquisition Agreement on terms acceptable to Buyer.

Related to Other Acquisition Agreement

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

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

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

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

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

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

  • Master 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.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

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

  • 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:

  • 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.

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

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

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

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

  • 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.

  • 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.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Equity Agreements has the meaning set forth in Section 5.1.

  • Reorganization 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).

  • Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.

  • Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.

  • Novation Agreement means a legal instrument—

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