Acquisition Closings Clause Samples
The Acquisition Closings clause defines the procedures and requirements for finalizing the transfer of ownership in a business acquisition. It typically outlines the steps each party must take at closing, such as delivering necessary documents, transferring funds, and confirming that all conditions precedent have been met. This clause ensures that both buyer and seller understand their obligations at the closing stage, thereby facilitating a smooth and orderly completion of the transaction and minimizing the risk of disputes or delays.
Acquisition Closings. (i) The transactions contemplated by the applicable Acquisition Agreement shall have been consummated (except for the payment of that portion of the purchase price thereunder being paid with the proceeds of Advances) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agent, including without limitation (A) the repayment in full in cash (simultaneously with, and from the proceeds of, Advances, or otherwise) or other satisfactory disposition of all Indebtedness of the applicable Sellers not being assumed by the Borrower or an Operating Company, and the release of all related liens and encumbrances on the properties transferred to the Companies under the applicable Acquisition and (B) the valid assumption by the Borrower or such Operating Company, or other satisfactory disposition, of all other liabilities of the applicable Sellers in respect of the assets and properties transferred under such Acquisition Agreement.
(ii) The Agent shall have received evidence of the receipt of all material licenses, permits, approvals and consents, if any, required with respect to such Acquisition and any other related transaction contemplated by this Agreement (including without limitation the consents of the FCC to the sale contemplated by such Acquisition Agreement and to the collateral assignment of any related material agreements or licenses to the Agent, on behalf of the Lenders), and any other material consents or filings of or with applicable governmental authorities or other third parties.
(iii) The applicable Sellers shall have consented to the collateral assignment to the Agent of the rights of the Borrower or the applicable Operating Company under the Acquisition Agreement and any other agreements executed thereunder, as required under Section 2.01(a)(vi).
(iv) The Agent shall have received copies of the legal opinions delivered by the Seller(s) pursuant to the applicable Acquisition Agreement in connection with the Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by the Agent and the Lenders to the extent reasonably obtainable.
(v) Any other conditions imposed by the Required Lenders in giving their consent to such Permitted Acquisition shall have been satisfied.
Acquisition Closings. Track pending status dates (Expire / Exercise / Extend) for each landowner agreement including post- closing agreements using data entered into the Property Management System. Contact Project Manager as deadlines approach and request decision (Expire, Exercise, or Extend (if available)). If Expire - Notify Land Agent & Send Notice to Target Landowner. If Exercise - Notify Land Agent & Send Notice to Target Landowner. If Extend – Order check, notify Land Agent & Send Notice / Extension Payment to Landowner. Log in all notices (Expire, Exercise, & Extend) to CMP/PMS; file in e-folders and paper files. Exercised Options & Purchase-Sale agreements - Prepare for closing once Terms and Conditions, mandated by the MPUC or PSC and Environmental Assessments are cleared. If they are not, work with project management, land agent, outside counsel, ▇▇▇▇▇▇▇▇▇ and others to fix, or decline to acquire and find alternatives. Assist in compiling information required to prepare deed with legal description and all other required closing documents once satisfactory Due Diligence is completed. Review Closing Documents and circulate them for signatures and notarized as required. Upload final scan document into the Property Management System and/or Livelink and complete the data required into the corporate database PMS. Recording of closing documents at the appropriate County Clerk's offices.
Acquisition Closings. Subject to the satisfaction (or waiver) of the conditions set forth in Section 4.2 and Section 5.2 below and provided that the related Acquisition is a Permitted Acquisition (other than the CCSI Acquisition), in consideration for each Buyer’s payment of its pro rata share of the Acquisition Closing Purchase Price (as defined below), (i) the Companies shall issue and sell to each Buyer listed on column two (2) of the Schedule of Buyers, and each such Buyer severally, but not jointly, agrees to purchase from the Companies on each Acquisition Closing Date (as defined below), a principal amount of Acquisition Notes up to an amount not to exceed the Maximum Acquisition Amount, in substantially the form attached hereto as Exhibit A-2, as is set forth in a notice of acquisition note purchase and sale (“Notice of Note Purchase and Sale”) in the form attached hereto as Exhibit F-2 delivered by the Companies to each such Buyer at least six (6) Business Days prior to each proposed Acquisition Closing Date (defined below), and (ii) Parent shall issue to each such Buyer its pro rata share of the number of shares of Common Stock to be issued on such Acquisition Closing Date as determined pursuant to Section 2.11 Each closing (each an “Acquisition Closing”) of the purchase of such Notes by any Buyers shall occur at the offices of Much Shelist, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 1800, Chicago, Illinois 60606. The date and time of each Acquisition Closing (the “Acquisition Closing Date”) shall be 10:00 a.m., Chicago time, on the day that is three (3) Business Days following the date on which the conditions set forth in Section 5.2 have been satisfied or waived in accordance with this Agreement (provided such Acquisition Notes shall only be issued contemporaneously with the closing of the Acquisition of the of the business included in the Appraisal obtained for such Acquisition Closing). The aggregate purchase price (the “Acquisition Closing Purchase Price”) of the Notes to be purchased by the Buyers at each Acquisition Closing shall be equal to a minimum of $250,000 and multiple integrals of $250,000 above such minimum amount. On each Acquisition Closing Date, (i) each applicable Buyer shall pay its pro rata share of the Acquisition Closing Purchase Price to the Companies for the Notes to be issued and sold to such Buyer at the Acquisition Closing, by wire transfer of immediately available funds in accordance with the Companies’ written wire instructions, and (ii) the Companies...
Acquisition Closings. Each of the Will Acquisition and the White Star Acquisition shall have been (or contemporaneously with the First Amendment Effective Date shall be) consummated in accordance with the terms of the Will Acquisition Documents or the White Star Acquisition Documents, respectively, and in connection therewith the Borrower (or its Subsidiaries) shall have acquired (a) all of the proved Oil and Gas Properties evaluated in the White Star Reserve Report and (b) 95% of the total value of the proved Oil and Gas Properties evaluated in the Will Acquisition Reserve Report.
Acquisition Closings. The Company and its subsidiaries expect each of the acquisition transactions to acquire (i) the ▇▇▇▇▇▇ Place Hotel, (ii) the portfolio of six Renaissance Hotels, and (iii) the Sheraton Hotel in Cerritos, California (collectively, the “Acquisition Transactions”) to close in June 2005 after the Closing Time.
Acquisition Closings. In the event Chesapeake elects to acquire all or part of the Acquisition Acreage covered by an Acquisition Notice, within fifteen (15) days after Chesapeake provides the notice of its election to participate (or the next business day, if such day does not fall on a business day) the acquisition will be closed by Chesapeake paying the Acquisition Price for such Acquisition Acreage and the Gothic Parties assigning to Chesapeake the Acquisition Acreage to be acquired by Chesapeake by delivering an assignment in substantially the form attached at Schedule "7.5" attached as a part hereof. Chesapeake will record such assignment with appropriate governmental authorities at Chesapeake's expense. If the Gothic Parties are waiting on a farmout or third party assignment, the Gothic Parties will make the assignment to Chesapeake within twenty (20) days after the Gothic Parties receive such farmout or assignment or at Chesapeake's request direct such assignment to be made by the seller of the Acquisition Acreage directly to Chesapeake.
Acquisition Closings. In the event the Gothic Parties elect to acquire all or part of the Chesapeake Acreage covered by a CGC Acquisition Notice, within fifteen (15) days after the Gothic Parties provide their election to participate (or the next business day, if such day does not fall on a business day) the acquisition will be closed by the Gothic Parties paying the Gothic Price for such Chesapeake Acreage and Chesapeake assigning to the Gothic Parties the Chesapeake Acreage to be acquired by the Gothic Parties by delivering an assignment in substantially the form attached at Schedule "8.3" attached as a part hereof. The Gothic Parties will record such assignment with the appropriate governmental authorities at the Gothic Parties' expense. If Chesapeake is waiting on a farmout or third party assignment, Chesapeake will make the assignment to the Gothic Parties within twenty (20) days after Chesapeake receives such farmout or assignment or at the Gothic Parties' request direct such assignment to be made by the seller of the Chesapeake Acreage directly to the Gothic Parties.