Acquisition of Assets Sample Clauses

Acquisition of Assets. In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

Acquisition of Assets. Borrower shall not acquire by purchase, lease or otherwise all or substantially all the assets of any other person, if to do so would materially affect its business or operations.

Acquisition of Assets. The Co-Issuers will not, and will not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the applicable Manager would constitute a breach by such Manager of the applicable Management Agreement or (ii) that is a lease, license or other contract or permit, if the grant of a lien or security interest in any of the applicable Securitization Entity’s right, title and interest in, to or under such lease, license, contract or permit in the manner contemplated by the Indenture and the Guarantee and Collateral Agreements (a) would be prohibited by the terms of such lease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or PPSA or any other applicable law. Notwithstanding any language to the contrary in this Section 8.17, in the case of clause (ii) above, each Co-Issuer and each Securitization Entity will be in compliance with this Section 8.17, if each Issuer and each Securitization Entity uses commercially reasonable efforts to comply with clause (ii).

Acquisition of Assets. The Issuer will not acquire, by long-term or operating lease or otherwise, any assets except in accordance with the terms of the Transaction Documents.

Acquisition of Assets. The Issuer will not, nor will it permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement or (ii) that is a lease, license, or other contract or permit, if the grant of a lien or security interest in any of the Securitization Entities’ right, title and interest in, to or under such lease, license, contract or permit in the manner contemplated by the Base Indenture and the Guarantee and Collateral Agreement (a) would be prohibited by the terms of such lease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or any other applicable law.

Acquisition of Assets. Acquire, by long-term or operating lease or otherwise, any Assets except pursuant to the terms of the Related Documents.

Acquisition of Assets. Permit the purchase, acquisition or lease of assets of any Person or Persons, other than in the ordinary course of business, without the prior written consent of Lender.

Acquisition of Assets. Not purchase or otherwise acquire all or substantially all of the operating assets of any other person, firm or corporation and, if Borrower is a corporation, not merge or consolidate with or into any other person, firm or corporation, or permit any other person, firm or corporation to merge with or into it, or acquire all or substantially all of the property or assets of any other person, firm or corporation.

Acquisition of Assets. HVF will not acquire, by long-term or operating lease or otherwise, any property except in accordance with the terms of the Related Documents.

Acquisition of Assets. (a) Upon the terms and conditions stated in this Agreement, Seller hereby sells, and Purchaser hereby acquires, the assets, business, property, goodwill, and rights of Seller of every kind and character, whether real or personal, tangible or intangible, owned or leased, used in or for the Business, excluding only the Excluded Assets (as defined in Section 1.1(b)). The items being sold and purchased are collectively referred to herein as the “Assets.” Without limiting the foregoing, the Assets include: (i) all of the properties and assets described on Exhibit A; (ii) all of Seller’s Intellectual Property Rights (as hereinafter defined) used in or for the Business; (iii) all rights in any data processing systems and equipment used exclusively in or for the Business, including operations manuals, computer hardware, software, including, without limitation, delivery and billing software, databases and related documentation, whether located at Seller’s offices or at broadcast destinations, cable networks or cable systems; (iv) all client, customer and supplier lists related to the Business; (v) all rights of Seller under the Material Agreements (defined in Section 2.21, below), including, without limitation, as subsequently amended and supplemented and all rights of Seller under any personal property leases relating to the Business; (vi) all other intangible properties and assets of the Business, including, without limitation, any Internet domain name registrations used in or for the Business; (vii) all accrued, asserted or unasserted claims of Seller against third parties relating to the Business; and (viii) all files, books and records of all kinds and forms regarding the foregoing. (b) The Assets sold and acquired hereunder shall not include any of the following (the “Excluded Assets”): (i) All cash, cash equivalents, accounts receivable of Seller as of the Closing Date (the “Accounts Receivable”) and marketable securities; (ii) All claims, rights and interest in and to any refunds of Taxes or other fees of any nature; (iii) Seller’s minute books and other similar corporate records; (iv) All rights, claims and causes of action against a third party to which Seller has actual or asserted liabilities or obligations that are not assumed by Purchaser; (v) All other assets, properties, rights, licenses, permits or privileges of any kind that Seller does not use in the operation of the Business; (vi) the properties and assets described on Exhibit B; and (vii) all f...