Common use of Acquisitions, Generally Clause in Contracts

Acquisitions, Generally. In connection with any acquisition made by the Borrower during the term of this Agreement, the Borrower shall, in addition to the requirements set forth in Sections 4.04, 6.15 and 6.18 (to the extent applicable) hereof, with respect to individual Permitted Acquisitions in excess of $20,000,000 and any series of related Permitted Acquisitions which in the aggregate exceed $20,000,000, (a) deliver notice to Administrative Agent at such time prior to the proposed acquisition date as is reasonable under the circumstances, together with (or, the following may be delivered later than the notice (but still prior to the proposed acquisition), so long as such delivery is reasonable under the circumstances, and copies of agreements are delivered promptly upon execution of each such agreement: (i) a detailed description of the proposed Permitted Acquisition in form reasonably acceptable to the Administrative Agent, a description and location of all fee owned real property, all Towers and all other assets (together with all legal descriptions of all real property (fee owned) available at such time), (ii) the address of any office acquired, (iii) the most recent financial statements with respect to the acquired assets and/or Person, and to the extent available, the most recent audited financial statements, and (iv) a copy of the purchase agreement, schedules thereto and all related documentation (unless such schedules or documentation are to be delivered by the seller, in which case the Borrower shall deliver drafts and originals of such schedules and documentation promptly upon receipt by the Borrower if later than ten days prior to closing), and (b) prior to the consummation of the acquisition a statement certified by an Authorized Officer that (i) the proposed transaction complies with the definition of Permitted Acquisition set forth in Article I hereof, and (ii) no Default or Event of Default exists prior to or after giving effect to any requested Advance or the consummation of such acquisition, or will exist upon consummation of the proposed acquisition and related borrowings and transactions, together with a pro forma Compliance Certificate computed after giving effect to such acquisition and borrowings (A) for acquisitions having purchases prices in excess of $20,000,000 but less than $50,000,000, evidencing compliance with the terms of this Agreement for the lesser of two years after the consummation of the proposed acquisition or the remainder of the term of this Agreement, together with all projections of the Parent, the Borrower and any acquired assets and/or Person used to compute the Compliance Certificate and (B) for acquisitions having purchases prices in excess of $50,000,000, evidencing compliance with the terms of this Agreement for the remainder of the term of this Agreement, together with all projections of the Parent, the Borrower and any acquired assets and/or Person used to compute the Compliance Certificate.

Appears in 2 contracts

Samples: Credit Agreement (Pinnacle Holdings Inc), Credit Agreement (Pinnacle Holdings Inc)

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Acquisitions, Generally. In connection with any acquisition made by the Borrower during the term of this Agreement, the Borrower shall, in addition to the requirements set forth in Sections 4.04, 6.15 and 6.18 (to the extent applicable) hereof, with respect to individual Permitted Acquisitions in excess of $20,000,000 and any series of related Permitted Acquisitions which in the aggregate exceed $20,000,000, (a) deliver notice to Administrative Agent at such time prior to the proposed acquisition date as is reasonable under the circumstances, together with (or, the following may be delivered later than the notice (but still prior to the proposed acquisition), so long as such delivery is reasonable under the circumstances, and copies of agreements are delivered promptly upon execution of each such agreement: (i) a detailed description of the proposed Permitted Acquisition in form reasonably acceptable to the Administrative Agent, a description and location of all fee owned real property, all Towers and all other assets (together with all legal descriptions of all real property (fee owned) available at such time), (ii) the address of any office acquired, (iii) the most recent financial statements with respect to the acquired assets and/or Person, and to the extent available, the most recent audited financial statements, and (iv) a copy of the purchase agreement, schedules thereto and all related documentation (unless such schedules or documentation are to be delivered by the seller, in which case the Borrower shall deliver drafts and originals of such schedules and documentation promptly upon receipt by the Borrower if later than ten days prior to closing), and (b) prior to the consummation of the acquisition a statement certified by an Authorized Officer that (i) the proposed transaction complies with the definition of Permitted Acquisition set forth in Article I hereof, and (ii) no Default or Event of Default exists prior to or after giving effect to any requested Advance or the consummation of such acquisition, or will exist upon consummation of the proposed acquisition and related borrowings and transactions, together with a pro forma Compliance Certificate computed after giving effect to such acquisition and borrowings (A) for acquisitions having purchases prices in excess of $20,000,000 but less than $50,000,000, evidencing compliance with the terms of this Agreement for the lesser of two years after the consummation of the proposed acquisition or the remainder of the term of this Agreement, together with all projections of the Parent, the Borrower and any acquired assets and/or Person used to compute the Compliance Certificate (and, in each case, to the extent that the Parent, the Borrower or any Subsidiary of the Borrower has prepared or has in its possession projections later than two years after any such proposed acquisitions, the Borrower shall deliver such projections to the Administrative Agent) and (B) for acquisitions having purchases prices in excess of $50,000,000, evidencing compliance with the terms of this Agreement for the remainder of the term of this Agreement, together with all projections of the Parent, the Borrower and any acquired assets and/or Person used to compute the Compliance Certificate.

Appears in 1 contract

Samples: Credit Agreement (Pinnacle Holdings Inc)

Acquisitions, Generally. In connection with any acquisition made by the Borrower during the term of this Agreement, the Borrower shall, in addition to the requirements set forth in Sections 4.04, 6.15 and 6.18 (to the extent applicable) hereof, shall with respect to individual Permitted Acquisitions in excess of $20,000,000 2,000,000 and any series of related all Permitted Acquisitions which in the aggregate exceed $20,000,00010,000,000, (a) deliver notice to Administrative Agent at such time not less than ten Business Days prior to the proposed acquisition date as is reasonable under the circumstancesdate, together with (or, the following may be delivered later than the notice (but still prior deliver to the proposed acquisition), so long as such delivery is reasonable under the circumstances, and copies of agreements are delivered promptly upon execution of each such agreement: Administrative Lender (i) a detailed written description of the proposed Permitted Acquisition in form reasonably acceptable to the Administrative AgentLender, a description and location of all fee owned real property, all leasehold property, all Towers and all other assets (together with all legal descriptions of all real property (leasehold and fee owned) available at such time), (ii) the address of any office acquired, acquired and (iii) the most recent financial statements with respect to the acquired assets and/or Person, and to the extent available, the most recent audited financial statements, and (iv) a copy of the purchase agreement, schedules thereto and all related documentation (unless such schedules or documentation are is to be delivered by the seller, in which case the Borrower shall deliver drafts and originals of such schedules and documentation promptly upon receipt by the Borrower if later than ten 10 days prior to closing), and (b) prior to the consummation of the acquisition a statement certified by an Authorized Officer that (i) the proposed transaction complies with the definition of Permitted Acquisition set forth in Article I hereof, and (ii) no Default or Event of Default exists prior to or after giving effect to any requested Advance or the consummation of such acquisition, or will exist upon consummation of the proposed acquisition and related borrowings and transactions, together with a pro forma Compliance Certificate computed after giving effect to such acquisition and borrowings (A) for acquisitions having purchases prices provided that, in excess of $20,000,000 but less than $50,000,000, evidencing compliance with the terms of this Agreement for the lesser of two years after the consummation of the proposed acquisition or the remainder of the term of this Agreement, together with all projections of the Parentsuch Compliance Certificate, the Borrower may certify as to Sections 8.01(a) and any acquired assets and/or Person used to compute the Compliance Certificate 8.01(c) hereof only, and (Bnot Sections 8.01(b), 8.01(d) for acquisitions having purchases prices in excess of $50,000,000, evidencing compliance with the terms of this Agreement for the remainder of the term of this Agreement, together with all projections of the Parent, the Borrower and any acquired assets and/or Person used to compute the Compliance Certificate8.01(e) hereof).

Appears in 1 contract

Samples: Credit Agreement (Pinnacle Holdings Inc)

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Acquisitions, Generally. In connection with any acquisition made by the Borrower during the term of this Agreement, the Borrower shall, in addition to the requirements set forth in Sections 4.04, 6.15 and 6.18 (to the extent applicable) hereof, shall with respect to individual Permitted Acquisitions in excess of $20,000,000 2,000,000 and any series of related all Permitted Acquisitions which in the aggregate exceed $20,000,00010,000,000, (a) deliver notice to Administrative Agent at such time not less than ten Business Days prior to the proposed acquisition date as is reasonable under the circumstancesdate, together with (or, the following may be delivered later than the notice (but still prior deliver to the proposed acquisition), so long as such delivery is reasonable under the circumstances, and copies of agreements are delivered promptly upon execution of each such agreement: Administrative Lender (i) a detailed written description of the proposed Permitted Acquisition in form reasonably acceptable to the Administrative AgentLender, a description and location of all fee owned real property, all leasehold property, all Towers and all other assets (together with all legal descriptions of all real property (leasehold and fee owned) available at such time), (ii) the address of any office acquired, acquired and (iii) the most recent financial statements with respect to the acquired assets and/or Person, and to the extent available, the most recent audited financial statements, and (iv) a copy of the purchase agreement, schedules thereto and all related documentation (unless such schedules or documentation are is to be delivered by the seller, in which case the Borrower shall deliver drafts and originals of such schedules and documentation promptly upon receipt by the Borrower if later than ten 10 days prior to closing), and (b) prior to the consummation of the acquisition a statement certified by an Authorized Officer that (i) the proposed transaction complies with the definition of Permitted Acquisition set forth in Article I hereof, and (ii) no Default or Event of Default exists prior to or after giving effect to any requested Advance or the consummation of such acquisition, or will exist upon consummation of the proposed acquisition and related borrowings and transactions, together with a pro forma Compliance Certificate computed after giving effect to such acquisition and borrowings (A) for acquisitions having purchases prices provided that, in excess of $20,000,000 but less than $50,000,000, evidencing compliance with the terms of this Agreement for the lesser of two years after the consummation of the proposed acquisition or the remainder of the term of this Agreement, together with all projections of the Parentsuch Compliance Certificate, the Borrower may certify as to Sections 8.01(a), 8.01(b) and any acquired assets and/or Person used to compute the Compliance Certificate 8.01(d) hereof only, and (Bnot Sections 8.01(c), 8.01(e) for acquisitions having purchases prices in excess of $50,000,000, evidencing compliance with the terms of this Agreement for the remainder of the term of this Agreement, together with all projections of the Parent, the Borrower and any acquired assets and/or Person used to compute the Compliance Certificate8.01(f) hereof).

Appears in 1 contract

Samples: Credit Agreement (Pinnacle Holdings Inc)

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