Acquisition Expenditures Sample Clauses

Acquisition Expenditures. The Borrower shall not and shall not permit any of its Subsidiaries to make any Acquisition Expenditure, unless (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of the Borrower and does not violate any other provision of this Agreement; (b) the aggregate amount of the Net Purchase Prices made during any fiscal year does not exceed $40,000,000; (c) the aggregate consideration paid in common stock for all Acquisition Expenditures made during any fiscal year does not exceed $40,000,000; (d) at the time of such Acquisition Expenditure no Default has occurred and is continuing or would occur upon the consummation of such acquisition and the Agent shall have received a Compliance Certificate demonstrating pro forma financial covenant compliance; and (e) immediately following the making of such Acquisition Expenditure, the lesser of (i) the aggregate amount of the Commitments or (ii) the Borrowing Base exceeds the aggregate outstanding principal amount of the Advances and the Letter of Credit Exposure by at least $20,000,000.
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Acquisition Expenditures. The Borrower shall not, and shall not permit any of its Subsidiaries to, make any Acquisition Expenditure unless each of the following requirements is satisfied: (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of the Borrower and does not violate any other provision of this Agreement; (b) at the time of such Acquisition Expenditure, no Default has occurred and is continuing or would occur upon the consummation of such acquisition and the Agent shall have received a Compliance Certificate demonstrating pro forma compliance with Sections 6.11, 6.12, 6.13, 6.14 and 6.15 based on combined pro forma operating results of the Person to be acquired and the Borrower and its Subsidiaries, provided, however, the Agent shall also have received, in the case of a particular Acquisition Expenditure, or series of related Acquisition Expenditures aggregating, in excess of $50,000,000, audited financial statements, including, but not limited to, the balance sheet and the related statements of income, of the Person to be acquired that have been prepared as of a date or for a period ended (as applicable) within the 12 month period prior to such Acquisition Expenditure or series of related Acquisition Expenditures or, to the extent that such audited financial statements are not otherwise available, the Borrower shall either cause such audited financial statements to be prepared or cause the EBITDA of the Person to be acquired to be calculated and confirmed by independent certified public accountants and deliver such calculation and confirmation to the Agent; and (c) at the time of such Acquisition Expenditure, the Borrower's Senior Debt is rated BBB- or higher by S&P or Baa3 or higher by Moody's. Notwithstanding this clause (c) preceding, if the Bxxxxxxx's Senior Debt is not rated either BBB- or higher by S&P or Baa3 or higher by Moody's (or, if either such rating agency shall cease to ratx xxx xorporate debt obligations of the Borrower and the rating of the rating agency that continues to rate the corporate debt obligations of the Borrower falls below the applicable rating specified in this sentence), then the Borrower may make an Acquisition Expenditure if (and only if) such Acquisition Expenditure is identified on Schedule 6.16 and is not in excess of $50,000,000 in the aggregate.
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Acquisition Expenditures. Except for up to $25,000,000.00 of aggregate cash consideration paid during any consecutive four fiscal quarter period for all purchases of facilities which have been leased by the Borrower or any of its Subsidiaries for at least three years, the Borrower shall not and shall not permit any of its Subsidiaries to make any Acquisition Expenditure, unless (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of the Borrower and does not violate any other provision of this Agreement;
Sample 1
Acquisition Expenditures. The Company shall not, and shall not permit any of its Subsidiaries to, make any Acquisition Expenditure unless each of the following requirements is satisfied: (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of the Company and does not violate any other provisions of this Agreement; and (b) at the time of such Acquisition Expenditure, no Default has occurred and is continuing or would occur upon the consummation of such acquisition and the Agent shall have received a Compliance Certificate demonstrating pro forma compliance with Sections 6.11, 6.13, and 6.15 based on combined pro forma operating results of the Person to be acquired and the Company and its Subsidiaries. (nn) Section 9.2 of the Credit Agreement is hereby amended to read as follows:
Sample 1
Acquisition Expenditures. Except for up to $25,000,000.00 of aggregate cash consideration paid during any consecutive four fiscal quarter period for all purchases of facilities which have been leased by Living Centers or any of its Subsidiaries for at least three years, Living Centers shall not and shall not permit any of its Subsidiaries to make any Acquisition Expenditure, unless (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of Living Centers and does not violate any other provision of this Guarantee;
Sample 1
Acquisition Expenditures. Only the Borrower can make Acquisition Expenditures, such Acquisition Expenditures to be funded with (a) 100% of the proceeds from equity offerings of the Borrower after the Closing Date, (b) 100% of the Add-On Public Debt, (c) up to $15,000,000 of the Loans at any one time, (d) up to and including 50% of cumulative Consolidated Net Income from and including the Closing Date to and including the last day of the most recently ended fiscal quarter of the Borrower and (e) 50% of the Unencumbered Cash as of the Closing Date, minus the aggregate amount which has been expended on or prior to the date of making such Acquisition Expenditure for the Furnace Upgrade; provided, that the amount referred to in the foregoing clause (e) shall only be available for Acquisition Expenditures made on or prior to the date which is one year from the Closing Date.
Sample 1
Acquisition Expenditures. Borrower shall not make, and shall not permit any Subsidiary to make, (a) any acquisition of additional business segments, franchise, contract packing or distribution rights, (b) any capital contribution or acquisition of capital stock or other similar interests in any other Person pursuant to which such Person shall become a Subsidiary of, or be merged into, Borrower or any of Borrower's Subsidiaries, or (c) any acquisition of the assets of any Person which constitute substantially all of an operating unit or business of such Person (individually and collectively, "Acquisition Expenditures") or a series of related Acquisition Expenditures in any year unless (i) both prior to and after giving effect thereto (and any Loans incurred in connection therewith) no Event of Default shall have occurred and be continuing and (ii) the amount of cash consideration paid by Borrower and its Subsidiaries at the closing of any single transaction in connection with which Acquisition Expenditures are made, less the net increase in the Revolving Loans available under Section 2.1(a) hereof as a result of any Inventory and Accounts purchased by Borrower in connection with such Acquisition Expenditures, shall not exceed $250,000.
Sample 1
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Acquisition Expenditures. The Borrower shall not and shall not permit any of its Subsidiaries to make any Acquisition Expenditure, unless (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of the Borrower and does not violate any other provision of this Agreement; (b) the aggregate amount of the Net Purchase Prices and consideration paid in common stock for all Acquisition Expenditures made does not exceed $80,000,000; (c) at the time of such Acquisition Expenditure no Default has occurred and is continuing or would occur upon the consummation of such acquisition and, if such Acquisition
Sample 1
Acquisition Expenditures. The Company shall not, and shall not permit any of its Subsidiaries to, make any Acquisition Expenditure unless each of the following requirements is satisfied: (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of the Company and does not violate any other provisions of this Agreement; and (b) at the time of such Acquisition Expenditure, no Default has occurred and is continuing or would occur upon the consummation of such acquisition and, if the aggregate Acquisition Expenditure with respect thereto is in excess of $25,000,000, the Administrative Agent shall have received a Compliance Certificate demonstrating pro forma compliance with Sections 6.10 and 6.11 based on combined pro forma operating results of the Person to be acquired and the Company and its Subsidiaries.
Sample 1

Related to Acquisition Expenditures

  • Acquisition Expenses Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

  • Excluded Expenditures The Recipient undertakes that the proceeds of the Financing shall not be used to finance Excluded Expenditures. If the Association determines at any time that an amount of the Financing was used to make a payment for an Excluded Expenditure, the Recipient shall, promptly upon notice from the Association, refund an amount equal to the amount of such payment to the Association. Amounts refunded to the Association upon such request shall be cancelled.

  • Capital Expenditures The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

  • Liquidation and Acquisition Expenses The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Maximum Capital Expenditures The Parent and the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditures.

  • Capital Expenditure Make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by Borrower in any fiscal year would exceed the amount set forth on the Schedule;

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided. The Company will pay, and will save each Purchaser and each other Holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder in connection with its purchase of the Notes).

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • Expenditures The Assuming Institution will pay such bills and invoices on behalf of the Receiver and the Corporation as the Receiver or the Corporation may direct for the period beginning on the date of the Bank Closing Date and ending on Settlement Date. The Assuming Institution shall submit its requests for reimbursement of such expenditures pursuant to Article VIII of this Agreement.

  • Consolidated Capital Expenditures (i) Company will not, and will not permit any of its Subsidiaries to, make or commit to make Consolidated Capital Expenditures in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1. (ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).

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