Xxxxxxx Acquisition. AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 2, 1996, among Xxxxx Outdoor Advertising Limited Partnership, a Minnesota limited partnership (the "Borrower"), the several banks and other financial institutions from time to time parties to this Agreement (the "Lenders") and Canadian Imperial Bank of Commerce, New York Agency, as agent for the Lenders hereunder.
Xxxxxxx Acquisition. The Settling Parties agree that the Company should exercise the Early Purchase Option for Valmont and move forward the acquisition and in-service date of Valmont from May 1, 2022 to on or before June 1, 2020. The Settling Parties believe this is a cost-effective and beneficial approach for customers, and further support a finding that the exercise of the Early Purchase Option is a utility action consistent with the Company’s approved resource plan. Therefore, exercise of this option should have a presumption of prudence consistent with Rule 3617(d). The Settling Parties further agree the exercise of the Early Purchase Option is in the public interest and is beneficial to customers as compared to appropriate market options. The exercise of the Early Purchase Option to acquire Valmont two years earlier than initially approved in Phase II is a prudent option from an operational and customer perspective. First, from a customer standpoint, analysis developed by the Company and submitted as evidence in this proceeding projects that on a present value basis, the cost to customers of the Early Purchase Option is about $1 million lower than the cost associated with a May 2022 purchase. The Early Purchase Option price is as low as $18.5 million if exercised by May 1, 2020 but increases on a sliding scale over time up to $19.9 million by May 1, 2022. Second, from an operational standpoint, there are reliability benefits from the early acquisition of Valmont as compared to a seasonal market purchase. This reliability benefit stems from the fact that Valmont would be available to Public Service’s system dispatchers for 24 hours a day for the 23-24 months between the May or June 2020 and May 2022 timeframe versus a seasonal market purchase. This considerable increase in unit availability associated with the summer 2020 purchase would be used to help serve customer load, respond to contingencies, and provide valuable flexibility to help integrate renewables onto the system. In sum, in the absence of exercising the Early Purchase Option and acquiring Valmont two years early, the Company will go to the market and make power purchases to meet its reliability requirements in the summer of 2020. The Company projects that, given the low purchase price of Valmont under the exercise of the Early Purchase Option, it is more cost-effective to move forward this known and approved resource acquisition as opposed to relying solely on market power purchases to meet its summer 2020 res...
Xxxxxxx Acquisition. Alamo shall exercise its commercially reasonable best efforts to enter into a financing agreement which will provide a sufficient amount of capital to fund the Cash Portion and to perform its obligations under the Development Agreement, but in no event shall the amount so raised be less than U.S. $2,400,000 (“Capital”).
Xxxxxxx Acquisition. The acquisition by the Borrower on October 13, 1997 ------------------- of all of the outstanding shares of capital stock of The Xxxxxxx Group, Inc..
Xxxxxxx Acquisition. The Xxxxxxx Acquisition shall have occurred.
Xxxxxxx Acquisition. (a) The Xxxxxxx Acquisition complies in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, shareholder and other consents and approvals required for the consummation of the Xxxxxxx Acquisition have been, or prior to the consummation thereof will be, duly obtained and in full force and effect.
Xxxxxxx Acquisition. Any of Xxxxxx X. Xxxxxxx ("Xxxxxxx") and/or any nominee of Xxxxxxx and/or any Person controlled by Xxxxxxx acquires, holds, controls or is issued, directly or indirectly, separately or jointly, five percent (5%) or more of any class of Equity Securities of either CHCM, CAHS or CAI.
Xxxxxxx Acquisition. The Doppelt Acquisition shall be consummated in accordance with the terms of the Doppelt Acquisition Agreement for an initial aggregate purchase price not exceeding $23,025,000.
Xxxxxxx Acquisition. The Xxxxxxx Acquisition has been consummated pursuant to the Xxxxxxx Purchase Agreement.
Xxxxxxx Acquisition. (i) The XxXxxxx Acquisition shall have been consummated or will be consummated substantially concurrently with the extensions of credit to be made under the Amended ABL Credit Agreement on the Sixth Amendment Effective Date (or other extensions of credit contemplated by the 2024 Commitment Letter to be made on the Sixth Amendment Effective Date) in accordance in all material respects with the terms of the XxXxxxx Acquisition Agreement and (ii) since the date of the 2024 Commitment Letter, the XxXxxxx Acquisition Agreement shall not have been amended, supplemented, waived or modified in any respect by Parent, nor shall Parent or any of its affiliates have given any consent thereunder, in each case, in a manner that is materially adverse to the Commitment Parties, in their respective capacity as such, without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); provided that in each case the Lead Arrangers shall be deemed to have consented to such amendment, supplement, waiver or modification unless they shall object in writing thereto within three business days of receipt of written notice of such amendment, supplement, waiver or modification; provided, further, that (i) a reduction in the purchase price under the XxXxxxx Acquisition Agreement will be deemed not to be materially adverse to the Commitment Parties and will be allocated to a reduction in any amounts to be funded under the Bridge Facilities and/or the Notes (in each case as defined in the 2024 Commitment Letter), on a pro rata basis (but in no event shall (x) the aggregate principal amount of the Bridge A Facility and/or the 2029 Notes (in each case, as defined in the 2024 Commitment Letter) fall below $400,000,000 and/or (y) the aggregate principal amount of the Bridge B Facility and/or the 2032 Notes (in each case, as defined in the 2024 Commitment Letter) fall below $400,000,000, in each case, subject to the Commitment Reduction (as defined in the 2024 Commitment Letter)) after which time such reduction shall be allocated to reduce amounts to be funded under the Facilities on the Sixth Amendment Effective Date and (ii) any amendment, supplement or modification to, waiver of, or request or consent under the definition of “Company Material Adverse Effect” contained in the XxXxxxx Acquisition Agreement as in effect on January 28, 2024 will be deemed to be materially adverse to the Commitment Parties;
