Acquisition Advance. The obligation of Lessor to enter into the Ground Lease and to make the Acquisition Advance (and the obligations of the Participants to fund their respective Proportionate Shares of the Acquisition Advance) is (are) subject to receipt by Agent, on or prior to the Closing Date, of each item listed in Schedule 3.01, each in form and substance satisfactory to Lessor, Agent and each Participant, and with sufficient copies for, Lessor, Agent and each Participant.
Acquisition Advance. An Acquisition Advance shall be available only to finance a Material Acquisition pursuant to the terms and conditions of this Section 1.9. The proceeds of any Acquisition Advance shall be limited to an amount not to exceed one hundred percent (100%) of the cash portion of the purchase price of the Acquisition to be financed thereby. An Acquisition Advance may be made either as a Base Rate Advance or a LIBOR Advance in accordance with the terms and conditions of Section 1.2 hereof with respect to such Advances.
Acquisition Advance. With respect to the Acquisition Advance:
(i) Agent shall have determined that the Proposed Acquisition qualifies as a Permitted Acquisition, and Agent shall have received all documents and other Credit Agreement (Omni) items required pursuant to the definition of Permitted Acquisition, all in form and substance satisfactory to Agent;
(ii) the Proposed Acquisition shall be irrevocably consummated concurrent with the funding of the Acquisition Advance in accordance with all applicable laws, and Omni shall have purchased pursuant to the Acquisition Documents, and shall have become the owner, free and clear of all Liens other than Permitted Encumbrances, of all of the Stock of the Acquisition Target;
(iii) the Acquisition Advance shall be no more than the Maximum Acquisition Advance Amount, and the Term B Acquisition Advance shall be no more than the Maximum Term B Acquisition Advance Amount; and
(iv) the proceeds of the Acquisition Advance shall be applied and used solely to pay a portion of the cash portion of the Acquisition Purchase Price, and the Term B Acquisition Advance shall be applied and used solely to pay the portion of the cash portion of the Acquisition Purchase Price that is not paid with the Acquisition Advance and (to the extent that any portion of the Term B Acquisition Advance remains thereafter) to pay any related transaction expenses payable to non-Affiliates of Borrowers and the Acquisition Target.
Acquisition Advance. (a) Through December 31, 1997, Bank will make advances (each, an "Acquisition Advance" and collectively, "Acquisition Advances") not exceeding the Committed Acquisition Loan. The Acquisition Advances may only be used to pay-off existing long term debt acquired by Borrower as well as additional direct acquisition costs pursuant to Borrower's acquisition of Opis Corporation.
(b) Interest accrues from the date of each Acquisition Advance at the rate in Section 2.3(a) and is payable in 48 equal monthly installments of principal, plus accrued interest, beginning on the last day of January, 1998 and ending on December 31, 2001 (the "Acquisition Loan Maturity Date"). Any Acquisition Advance when repaid may not be reborrowed.
(c) To obtain an Acquisition Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Pacific time 1 Business Day before the day on which the Acquisition Advance is to be made. The notice in the form of Exhibit B (Payment/Advance Form) must be signed by a Responsible Officer or designee.
Acquisition Advance. Any advance of the proceeds of the Loan by Lender to Borrower or on behalf of Borrower to finance the costs of acquisition of a Parcel(s), not previously financed under the Construction Loan.
Acquisition Advance. (i) Subject to and upon the terms and conditions of this Agreement, at any time from December 9, 2003 through February 9, 2004, Borrowers may request an Advance (the "Acquisition Advance") from Bank in an amount not to exceed the lesser of (i) the Acquisition Line and (ii) the Borrowing Base. The Acquisition Advance shall be used only for the purpose of Quovadx and its wholly owned Subsidiary Chess Acquisition Corporation ("Chess") purchasing not less than a majority of the shares of Rogue Wave, and Bank shall have no obligation to make the Acquisition Advance unless it has reviewed a complete cash sources and uses statement from Borrower for the acquisition of Rogue Wave which is in form and substance satisfactory to Bank in its discretion.
(ii) Interest shall accrue from the date of the Acquisition Advance at the rate specified in Section 2.3, and shall be payable monthly on the first day of each month so long as any portion of the Acquisition Advance is outstanding. Borrowers shall repay the Acquisition Advance in full on the Acquisition Maturity Date. Notwithstanding any of the foregoing, so long as any portion of the Acquisition Advance is outstanding, Borrowers shall use the proceeds of any sale of their equity securities to repay amounts owing under this Section 2.1(c). The Acquisition Advance, or any portion thereof, once repaid, may not be reborrowed. Borrowers may prepay the Acquisition Advance or any portion thereof without penalty or premium.
(iii) When a Borrower desires to obtain the Acquisition Advance, a Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time on the Business Day before the day on which the Acquisition Advance is to be made. Such notice shall be substantially in the form of Exhibit D. The notice shall be signed by a Responsible Officer or its designee and shall include current accounts receivable and accounts payable agings and a Borrowing Base Certificate in substantially the form of Exhibit B attached hereto, each of which must be satisfactory to Bank.
9. Section 2.2 of the Agreement is hereby amended in its entirety to read as follows
Acquisition Advance. (a) Subject to the terms and conditions of this Agreement, Foothill agrees to make a one-time advance on the Closing Date (the "Acquisition Advance") to Borrower, in an amount not to exceed at any one time the lesser of (i) $1,000,000 or (ii) the aggregate amount of Indebtedness that may be incurred pursuant to subsection 4.09(b)(vi) of the Indenture, for the limited purpose of funding a portion of the purchase price of the acquisition of MTI's assets under the MTI Purchase Agreement to the extent permitted by subsection 4.09(b)(vi) of the Indenture.
(b) Subject to Section 2.3(c), the outstanding principal balance and all accrued and unpaid interest under the Acquisition Advance shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the termination of this Agreement, whether by its terms, by prepayment, by acceleration, or otherwise.
(c) Except as required pursuant to this Section 2.3(c), or except as permitted by Section 3.6, the unpaid principal balance of the Acquisition Advance may not be prepaid in whole or in part. In the event that, as of any date of determination, the aggregate amount of revenue to be earned by Borrower under the Material MTI Customer Contracts during the 12 month period commencing with such date of determination is less than 150% of the then outstanding balance of the Acquisition Advance, Borrower shall pay to Foothill as a prepayment of the Acquisition Advance the amount required so that such aggregate amount of revenue is not less than 150% of the then outstanding balance of the Acquisition Advance (after giving effect to such prepayment).
(d) All amounts outstanding under the Acquisition Advance shall constitute Obligations.
(e) The Acquisition Advance shall not be made except in accordance with Section 7.17.
Acquisition Advance. Any advance of loan proceeds under either the Construction Loan or Permanent Loan by TMCC to Borrower or on behalf of Borrower to finance the costs of the purchase of a Property or refinance existing indebtedness secured by a Property pursuant to Article 3.
Acquisition Advance. An Acquisition Advance shall be available only to finance a Material Acquisition pursuant to the terms and conditions of this Section 1.9.
Acquisition Advance. Each Participant severally, unconditionally and irrevocably agrees with Lessor to participate in the Acquisition Advance made by Lessor in an amount equal to such Participant's Proportionate Share of the Acquisition Advance; provided, however, that the aggregate amount of each Participant's Proportionate Share of the Acquisition Advance shall not exceed such Participant's Commitment. Each Participant shall fund its Proportionate Share of the Acquisition Advance as provided in Subparagraph 2.05(a). Each Participant's Proportionate Share of the Acquisition Advance shall consist of such Participant's Tranche A Portion and Tranche B Portion.
