Acquisition Financing Clause Samples

Acquisition Financing. If any Loan Party (the “Acquiring Loan Party”) desires to incur Acquisition Financing, the Borrower Representative shall give notice thereof to the Administrative Agent not less than forty-five (45) days prior to the incurrence of such Acquisition Financing (the “Financing Notice”), which notice shall describe in reasonable detail the Business Acquisition such Acquisition Financing is intended to finance (the “Contemplated Acquisition”) and the terms and conditions of such proposed Acquisition Financing, including the principal amount thereof, the interest rate payable thereunder, the repayment terms thereof, descriptions of any applicable collateral and guarantees, and all other material terms thereof. The Lenders shall have the right to provide all or any portion of the Acquisition Financing under the terms set forth in the Financing Notice. If the Majority Lenders elect to provide all or any portion of the Acquisition Financing, they shall waive compliance with Section 7.1 with respect thereto. If the Majority Lenders do not elect to provide any of the Acquisition Financing and do not waive compliance with Section 7.1 with respect thereto within forty-five (45) days after the giving of the Financing Notice, subject to the consummation of the Acquisition Financing, Borrowers shall promptly (but in no event later than five Business Days) after such consummation, prepay the outstanding principal balance of the Loans, ratably as to each Lender, in whole, but not less than whole. Borrower Representative shall give Administrative Agent at least five Business Days’ prior notice of such prepayment, specifying the date and amount thereof. Administrative Agent will promptly notify each Lender of its receipt of any such notice and of such Lender’s Pro Rata Share of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. If (x) the Prepayment Date is on or before the Second Anniversary, such prepayment shall be made together with the Non-Call Make-Whole Premium; and (y) if the Prepayment Date is after the Second Anniversary and (1) the Contemplated Acquisition is not consummated for any reason within ninety (90) days after the giving of the Financing Notice, or (2) the Acquiring Loan Party incurs the Acquisition Financing described in the Financing Notice upon terms more favorable to the lenders thereof than those described in the Financing Notice, then Borrowers shall pay to Administrative Agent, within ...

Acquisition Financing. The Purchaser shall have obtained financing for the acquisition of the Transferred Receivables upon terms and conditions satisfactory to the Purchaser in its sole discretion.

Acquisition Financing. Purchaser shall have received the proceeds of the financings contemplated in the Commitment Letter, or proceeds from other financing with respect to the Acquisition which are satisfactory to Purchaser, in an aggregate amount of at least $650,000,000.

Acquisition Financing. For purposes of the YMCA’s acquisition of a fee interest in a portion of the Site, the Agency proposes to consider providing market rate financing for the YMCA’s cost of acquisition. Such financing shall set forth a definitive interest rate, amortization schedule, and an early pay off provision. The Parties shall also consider a pre-determined offset to annual debt service based on quantifiable community services provided by the YMCA.

Acquisition Financing. The indebtedness contemplated by the Commitment Letters (or any Substitute Financing) shall be incurred by HTI Acquisition at or prior to the Effective Time.

Acquisition Financing. GreenCoal, Geotec or a third party agree to immediately provide the Initial Operating Capital to Ecotec in an amount up to ten million dollars ($10,000,000) interest free to facilitate, acquisition of one or more Sites, construction of one or more Facilities and acquisition of equipment for operation of such Facilities, with such Initial Operating Capital to be repaid as described herein.

Acquisition Financing. The indebtedness contemplated by the Commitment Letters (or any Substitute Financing) shall be incurred by Newco prior to the Effective Time.

Acquisition Financing. Borrower and Bank acknowledge and agree that Borrower is considering acquiring one or more entities or assets (the "Potential Acquisitions") prior to the end of the Facility Period. Borrower has indicated to Bank that it may seek to finance all or portions of any such Potential Acquisitions with Bank (the "Acquisition Financing"). Bank agrees that in the event that Bank is unwilling to provide to Borrower the Acquisition Financing with respect to any Potential Acquisition proposed by Borrower during the Facility Period, on terms reasonably acceptable to Borrower and Borrower elects to terminate the Loan Agreement solely as a result of same, Bank will agree to waive the Early Termination Fee and will refund a pro-rata portion of the Modification Fee, up to $10,000, based upon the date of termination (for example, termination after one year (August 22, 2004) would result in a $7,500.00 refund of the Modification Fee and termination after 23 months (July 22, 2005) would result in a $625.00 refund of the Modification Fee). Nothing contained herein shall be deemed to waive any rights Bank has to consent to any such Potential Acquisition which is otherwise prohibited by the terms of the Loan Agreement.

Acquisition Financing. ATS shall have obtained third party financing in an amount and on terms that are acceptable in all respects to ATS, in its sole and absolute discretion.