Acquisition Loans. The proceeds of the Acquisition Loans may be used only for the following purposes: (i) for working capital and general corporate purposes, including, without limitation, the issuance of Letters of Credit and to pay outstanding Floor Plan Loans; and (ii) to make Permitted Acquisitions.
Acquisition Loans. Each Acquisition Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Acquisition Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Merger Date to but excluding the Acquisition Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Acquisition Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Acquisition Lender's Acquisition Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Acquisition Loan Commitments is $25,000,000; PROVIDED that the Acquisition Loan Commitments of the Acquisition Lenders shall be adjusted to give effect to any assignments of the Acquisition Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that the amount of the Acquisition Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Acquisition Lender's Acquisition Loan Commitment shall expire on the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments shall be paid in full no later than that date; PROVIDED that each Acquisition Lender's Acquisition Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Date.
Acquisition Loans. (a) Each Acquisition Loan Borrowing made by the Banks to the Company on any Borrowing Date shall be in the minimum aggregate principal amount of One Million Dollars ($1,000,000) (or the amount of a Letter of Credit Borrowing or the remaining balance of the aggregate Acquisition Loan Commitments, if less) and an integral multiple of One Million Dollars ($1,000,000) and shall consist of Acquisition Loans of the same Type made ratably by the Banks in accordance with their respective Commitments; provided, however, that the failure of any Bank to make any Acquisition Loan shall not relieve any other Bank of its obligation to lend hereunder.
(b) Each Acquisition Loan Borrowing shall be an ABR Borrowing or a Eurodollar Borrowing as the Company may request in a Request for Borrowing delivered to the Agent in accordance with Section 3.3. Each Bank may fulfill its Commitment with respect to any Eurodollar Loan by causing, at its option, any domestic or foreign branch or Affiliate of such Bank to make such Loan, provided that the exercise of such option shall not affect the obligation of the Company to repay such Loan in accordance with the terms hereof. Subject to the provisions of Section 3.3 and Section 5.9, Acquisition Loan Borrowings of more than one Type may be outstanding at the same time.
(c) Each Bank shall make its Pro Rata Share of the amount of each Acquisition Loan Borrowing to the Company hereunder on the proposed Borrowing Date thereof by paying the amount required to the Agent in Houston, Texas in U.S. Dollars and in immediately available funds not later than 1:00 P.M., HOUSTON, TEXAS TIME, and, subject to satisfaction of the conditions set forth in Article VIII, the Agent shall promptly and in any event on the same day, credit the amounts so received to the general deposit account of the Company, with the Agent, or such other depository account as shall be designated by the Company or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Banks. Unless the Agent shall have received notice from a Bank prior to the date of any Acquisition Loan Borrowing that such Bank will not make available to the Agent such Bank's portion of such Acquisition Loan Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Acquisition Borrowing in accordance with this Section 3.2 and the Agent may, in rel...
Acquisition Loans. The proceeds of the Acquisition Loans shall be applied by Company to finance directly or indirectly the costs of Permitted Acquisitions.
Acquisition Loans. Subject to the satisfaction of the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, each Lender agrees, severally and not jointly, to lend to Borrower from the Closing Date to the second anniversary thereof its Pro Rata Share of the loans requested by Borrower (upon not less than thirty (30) days prior written notice to Agent) to be made by Lenders under this subsection 1.1(D) (the "Acquisition Loans"), up to an aggregate maximum for all Lenders of $15,000,000 (the "Acquisition Loan Commitment"). An Acquisition Loan shall be made only upon the acquisition by Borrower of all of the issued and outstanding capital stock of another Person, or of all or substantially all of the assets of another Person or of a division of another Person (a "Target") and shall be limited in amount to the purchase price of such acquisition, and the proceeds of the Acquisition Loan may be used only to fund such purchase price. Amounts borrowed under this subsection 1.1(D) and repaid may not be reborrowed. The obligations of Lenders to make any Acquisition Loan are further subject to the following conditions precedent:
(1) At least ten (10) Business Days prior to the acquisition of the subject Target, Agent shall have received a certificate demonstrating compliance with subsections 1.1(D)(3), (4), (5), (6) and (7);
(2) Agent shall have received such financial and other information concerning the subject Target as Agent may reasonably request;
(3) Requisite Lenders shall have approved the acquisition of the subject Target, provided, however, that such approval shall not be required if the sum of the purchase price for the subject Target plus the purchase price(s) for any other Target(s) previously acquired by Borrower during the then current Loan Year, is not greater than $7,500,000;
(4) The subject Target's EBIDAT (as defined in Exhibit 4.10(C)) during the twelve (12) months immediately preceding the acquisition of the subject Target, plus those expenses deducted in calculating such earnings that would be eliminated upon such acquisition (as agreed to by Requisite Lenders), shall have been positive;
(5) Based upon the financial performance of both Borrower and the subject Target during the twelve (12) months immediately preceding the acquisition of the subject Target, the combined financial performance of Borrower and the subject Target would comply with the financial covenants set forth in Article 4 hereof after giving...
Acquisition Loans. Subject to the conditions set forth in Section 4.2 at any time and from time to time after the Initial Funding Date and prior to January 31, 2017; upon not less than three (3) Business Days’ written request (“Acquisition Loan Request”) by Borrower to Lenders, Borrower shall make additional advances to Borrower (each an “Acquisition Loan” and collectively the “Acquisition Loans”) up to the aggregate sum of $200,000,000 for the payment of the purchase price of any Permitted Acquisition. Lenders shall fulfill the Acquisition Loans in accordance with their respective allocations set forth on Schedule 1 hereto.
Acquisition Loans. Subject to the provisions of subsection (d) below, (i) each Acquisition Loan which is a Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus one and three quarters of one percent (13/4%); (ii) each Acquisition Loan which is a Cost of Funds Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Cost of Funds Rate for such Interest Period plus one and three quarters of one percent (13/4%); and (iii) each Acquisition Loan which is a Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate.
Acquisition Loans. Without in any way limiting the discretion of the Required Lenders to approve or withhold approval (if required hereunder) of any Acquisition or to impose additional conditions upon their consent (if required hereunder) to such Acquisitions, the obligations of the Lenders to make any Loans to finance any Permitted Acquisition (collectively, "Acquisition Loans") are subject to the following conditions:
Acquisition Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Acquisition Loans to the Borrower from time to time from the Closing Date to, but not including, the Termination Date, as requested by the Borrower in accordance with the terms of Section 4.01(a); provided, that (i) the --------------- -------- aggregate principal amount of all outstanding Acquisition Loans (after giving effect to any amount requested) shall not exceed the Acquisition Commitment, (ii) the principal amount of outstanding Acquisition Loans from any Lender to the Borrower shall not at any time exceed such Lender's Acquisition Commitment, and (iii) the aggregate principal amount of all Lenders' Extensions of Credit shall not at any time exceed the Aggregate Commitments. Each Acquisition Loan by a Lender shall be in a principal amount equal to such Lender's Commitment Percentage of the aggregate principal amount of Acquisition Loans requested or required on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Acquisition Loans hereunder.
Acquisition Loans. On the direction of the Company, the Trustee will make an Acquisition Loan, solely for the purpose of purchasing Employer Stock or repaying a previous Acquisition Loan. The Trustee may make Acquisition Loans from any financial institution or other entity it considers appropriate, including a party in interest as defined in ERISA Section 3(14), or a disqualified person as defined in Code Section 4975(e)(2). A party in interest and/or disqualified person may guarantee any Acquisition Loan. No lender will have recourse against any Plan assets other than Financed Shares that remain subject to pledge at the time of default.
(1) Each Acquisition Loan shall comply with the requirements set forth in the Plan, including but not limited to, term, collateral and payment of principal and interest.
(2) The Trustee will maintain a separate Suspense Account to hold Financed Shares acquired with each separate Acquisition Loan. The Committee will direct the Trustee as to whether dividends paid on the Financed Shares should be used to repay the Acquisition Loan or should be released from the Suspense Account and in what number.
(3) If an Acquisition Loan should go into default, the Trustee will transfer to the lender Plan assets equal in value to the amount of the defaulted balance, but if the lender is a party in interest as defined in ERISA Section 3(14), or a disqualified person as defined in Code Section 4975(e)(2), the Trustee will transfer only the number of Financed Shares necessary to meet the repayment schedule of the Acquisition Loan.
