Acquisition Debt Sample Clauses

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Acquisition Debt. 2 Affiliate..............................................2
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Acquisition Debt. (a) As of the Restatement Date, the Acquisition Debt is nonrecourse debt for the purposes of Section 752 of the Code. The Company shall use commercially reasonable efforts to notify the Rollover Members in advance if there will be a change in circumstances that would cause the Acquisition Debt to be recharacterized as recourse debt for the purposes of Section 752 of the Code; provided, that, to the extent advance notice is not practicable under the circumstances, then as promptly as possible after such event. (b) The Company shall allocate, to the extent consistent with applicable law, as determined by the Board in good faith, non-recourse liabilities to January Capital in an amount necessary so that the January Capital Member has sufficient U.S. federal income tax basis in its Membership Interest to offset the distribution to be made to the January Capital Member in connection with the distribution described in Section 2.1(e) of the Purchase Agreement, including by means of using the “additional method” to allocate excess non-recourse liabilities as set forth in Treasury Regulation Section 1.752-3(a)(3).
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Acquisition Debt. The Borrowers shall be permitted to incur additional secured debt in conjunction with any acquisition or the refinancing of any acquisition (collectively, the "Acquisition Debt") without the prior written consent of the Required Lenders if all of the following criteria are satisfied: (1) The Borrowers notify the Agents in writing prior to incurring the Acquisition Debt and deliver to Agents a current Covenant Compliance Certificate (i.e., updated as applicable from the last quarterly Covenant Compliance Certificate submitted to the Agents), which shall include the Acquisition Debt as if made. (2) The Acquisition Debt must be subject to the same material covenants (including financial covenants) as the Credit Facility and subject to the same advance ratios and proportionate sublimits as the Revolving Credit Facility; provided that Acquisition Debt that is seller take-back financing shall not be subject to the foregoing requirement. (3) The ratio of Total Debt (including the permissible amount of Acquisition Debt as determined under the covenants, advance ratios, and proportionate sublimits of the Credit Facility based on the value of the collateral pool to be acquired with the Acquisition Debt, and not the commitment amount) at the time the Acquisition Debt is incurred to Consolidated Tangible Net Worth does not exceed 1.75:1.
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Acquisition Debt. As of the date hereof, the parties hereto expect that ---------------- senior secured and mezzanine debt financing in an aggregate principal amount of between $62 million and $66 million (the "Acquisition Debt") will be obtained by Parent and TRIOD from three or more third party lenders to finance a portion of the Merger Consideration. The parties hereto believe that the Acquisition Debt, together with the capital to be contributed to Parent pursuant to the Amended and Restated Voting and Contribution Agreement and the capital to be contributed to TRIOD discussed in paragraph 3 above, will be sufficient to consummate the Acquisition/Merger Transactions. To the extent that such amounts (together with any cash held by NextHealth and acquired in the Merger) are insufficient to consummate the Acquisition/Merger Transactions, Parent and TRIOD shall seek to obtain the necessary additional funds from debt financing arrangements with other third party lenders and/or additional equity financing in TRIOD by non- affiliated investors.
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Acquisition Debt. The amounts borrowed (i) under this Agreement, (ii) under the July Letter (or any credit facility contemplated by the July Letter), and (iii) in connection with the mortgage financing contemplated to be established upon (or subsequent to) the Merger in the aggregate of the "Loan Amounts" for Hold Properties as set forth in Schedule 3.3, shall not exceed, in the aggregate, $3,000,000,000; provided that nothing contained in this paragraph shall limit clause (iv) of Section 2.1(f). The amount borrowed hereunder shall not, when aggregated with the amount borrowed pursuant to the July Letter or any related documentation and amounts borrowed in the nature of commercial mortgage backed security financing secured by any Scheduled Properties, exceed $3,000,000,000.
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Related to Acquisition Debt

  • Company Indebtedness To the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions required to facilitate (a) the termination of commitments in respect of the Company Credit Agreement and Zions Facility and the repayment in full of all obligations in respect of any Indebtedness incurred under the Company Credit Agreement or the Zions Facility, and (b) the termination, repayment, redemption or defeasance of any other Indebtedness for borrowed money incurred by any of the Company and its Subsidiaries after the date of this Agreement and the repayment in full of all obligations in respect of such Indebtedness (it being understood that the Company shall promptly and, in any event, no later than ten days prior to the Merger Closing Date notify Parent of the amount of any such Indebtedness incurred or to be incurred and expected to be outstanding on the Merger Closing Date), and the release of any Encumbrances securing any such Indebtedness described in the foregoing clauses (a) and (b) and guarantees in connection therewith on the Merger Closing Date. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall deliver to Parent (A) at least three Business Days prior to the Merger Closing Date, a draft payoff letter and (B) at least one Business Days prior to the Merger Closing Date, executed payoff letters, with respect to the Company Credit Agreement and the Zions Facility (the “Company Payoff Letters”) in form and substance customary for transactions of this type and in all events subject to Parent’s reasonable consent, from the lenders or other applicable third party (or an authorized agent on behalf thereof) to whom such Indebtedness is owed, which Company Payoff Letters together with any related release documentation shall, among other things, include the payoff amount (the “Company Payoff Amounts”) and provide that Encumbrances (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing the Company Credit Agreement and Zions Facility and any other obligations secured thereby, shall, upon the payment of the Company Payoff Amounts at or prior to the Merger Closing, be released and terminated (and, as promptly as possible following the Merger Closing if not delivered prior to such time, as applicable, termination instruments or release filings of all such Encumbrances securing such Indebtedness, in form and substance reasonably satisfactory to Parent).

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Existing Indebtedness; Future Liens (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Significant Subsidiaries as of March 31, 2018 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guarantees thereof, but excluding any intercompany Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Significant Subsidiaries. No Obligor nor any Significant Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Obligor or such Significant Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Significant Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, no Obligor nor any Significant Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5. (c) No Obligor nor any Significant Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Significant Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor, except as disclosed in Schedule 5.15.

  • Subsidiary Indebtedness The Borrower will not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under the Loan Documents; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

  • Existing Indebtedness (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company as of the Closing Date after giving effect to the Acquisition (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company. The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company and no event or condition exists with respect to any Indebtedness of the Company that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) The Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15 and as provided in the Mortgage.