Acquisitions; Investments a) The Company will not, and will not permit its Subsidiaries to:
(i) at any time that the Leverage Ratio equals or exceeds 6.00:1:00, acquire ownership of Hotel Properties or other real estate or other assets constituting Related Businesses (or all or a portion of the Capital Stock of a Person owning such real estate or Related Businesses (including (in either case) by way of merger)) if, at the time of such acquisition, the Financial Condition Test is not satisfied; or
(ii) at any time that the Leverage Ratio equals or exceeds 6.00:1:00, acquire ownership of non-real estate assets (other than Permitted Investments or inventory, materials, equipment and other personal property used in the ordinary course of business) (or all or a portion of the Capital Stock of a Person owning primarily such non-real estate assets (including by way of merger or Investment)) if (A) at the time of such acquisition, the Financial Condition Test is not satisfied or (B) after giving effect to such acquisition, the aggregate amount of all such non-real estate assets acquired in the then current fiscal year of the Company pursuant to this Section 7.10(a)(ii) would exceed 1% of the Adjusted Total Assets, determined at the time such acquisition is made (with any unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years); provided that the amount of acquisitions made pursuant to this Section 7.10(a)(ii) shall be calculated net of reductions of such investments resulting from repayments, dividends or other distributions to the Company or any Subsidiary from such investments. Notwithstanding anything to the contrary in this Section 7.10, for the purposes of determining whether an Investment complies with the requirements of this Section 7.10(a), (A) compliance shall be tested as of the date that the Company or any Subsidiary of the Company enters into a binding contractual commitment relating to such Investment and (B) an Investment that takes place in a series of related transactions contemplated by definitive agreements relating to such Investment (such as an Investment in a form similar to a reverse like-kind exchange transaction as contemplated by Rev. Proc. 2000-37, 2000-2 C.B. 308) will be permitted pursuant to this Section 7.10(a) so long as the completion of such series of related transactions (as opposed to the completion of any individual component) would result in an Investment permitted under this Section 7.10(a). Acquisiti...
Acquisitions; Investments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, (i) effect an Acquisition of any Person, provided that the Borrower and its Subsidiaries shall be permitted to effect an Acquisition of (x) any Person that is primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses if immediately after giving effect thereto, a Default or Event of Default shall not have occurred and be continuing and (y) any Person that is not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses if immediately after giving effect thereto, a Default or Event of Default shall not have occurred and be continuing and the aggregate consideration paid by the Borrower or its Subsidiaries other than Excluded Subsidiaries (including the amount of indebtedness of such Person that is assumed by the Borrower or any Subsidiary of the Borrower that is not an Excluded Subsidiary or, if such Person is not an Excluded Subsidiary, that remains outstanding after such Acquisition) for the Acquisition of Persons not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses shall not have exceeded (1) $750,000,000 during any period of twelve consecutive months or (2) $1,750,000,000 during the period from the Closing Date through the Maturity Date (and in the case of each of the preceding clauses (1) and (2), after taking into account any usage of such baskets as provided in Section 8.5), or (ii) make, or permit to exist, any loans, advances or other extensions of credit to any employees of the Borrower or its Subsidiaries (other than loans or advances for the purpose of purchasing Capital Stock of the Borrower) if the aggregate principal amount of all such loans and advances by the Borrower and its Subsidiaries to such employees is greater than $25,000,000. The amount, as of any date of determination (including for purposes of compliance with Section 8.5), of (a) any investment in the form of a loan, advance or extension of credit shall be the principal amount thereof outstanding on such date minus any cash payments actually received by such investor representing principal thereof, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan, advance or other extension of credit and (b) any investment in the form of an Acquisition of anot...
Acquisitions; Investments. The Company shall not acquire all or any interest in any other business or entity or establish or invest in any joint venture without the prior consent of at least a majority of the outstanding Preferred Shares if such acquisitions or investment exceeds USD$5,000,000.
Acquisitions; Investments. The Parent will not, and will not permit or ------------------------- cause any of its Subsidiaries to, (i) effect an Acquisition of any Person if (x) immediately after giving effect thereto, a Default or Event of Default shall have occurred and be continuing or (y) such Person is not primarily engaged in the property and casualty insurance or property and casualty insurance-related businesses, or (ii) make, or permit to exist, any loans, advances or other extensions of credit to any employees of the Parent or its Subsidiaries (other than loans or advances for the purpose of purchasing Capital Stock of the Parent) if the aggregate principal amount of all such loans and advances by the Parent and its Subsidiaries to such employees is greater than $10,000,000.
Acquisitions; Investments. (i) Acquisitions of Hotel Properties, other real estate or other assets constituting a Related Business during the Last Twelve Months ended [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] $ [ ]
(ii) Net Acquisitions of non-real estate assets in the current fiscal year $ — While the Leverage Ratio is greater than or equal to 6.00:1.00, Acquisitions and Investments are not permitted if the occurrence of such will result or would have resulted in the Financial Condition Test not being met (e.g., a Default or Event of Default in respect to calculating Sections 7.15 through 7.17). Total Limit $
d. Section 7.11
Acquisitions; Investments. (a) The Company will not, and will not permit its Subsidiaries to:
(i) at any time that the Leverage Ratio equals or exceeds 6.00:1:00, acquire ownership of Hotel Properties or other real estate or other assets constituting Related Businesses (or all or a portion of the Capital Stock of a Person owning such real estate or Related Businesses (including (in either case) by way of merger)) if, at the time of such acquisition, the Financial Condition Test is not satisfied; or
(ii) at any time that the Leverage Ratio equals or exceeds 6.00:1:00, acquire ownership of non-real estate assets (other than Permitted Investments or inventory, materials, equipment and other personal property used in the ordinary course of business) (or all or a portion of the Capital Stock of a Person owning primarily such non-real estate assets (including by way of merger or Investment)) if (A) at the time of such acquisition, the Financial Condition Test is not satisfied or (B) after giving effect to such acquisition, the aggregate amount of all such non-real estate assets acquired in the then current fiscal year of the Company pursuant to this Section 7.10(a)(ii) would exceed 1% of the Adjusted Total Assets, determined at the time such acquisition is made (with any unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years); provided that the amount of acquisitions made pursuant to this Section 7.10(a)(ii) shall be calculated net of reductions of such investments resulting from repayments, dividends or other distributions to the Company or any Subsidiary from such investments. Notwithstanding anything to the contrary in this Section 7.10, for the purposes of determining whether an Investment complies with the requirements of this Section 7.10(a), (A) compliance shall be tested as of the date that the Company or any Subsidiary of the Company enters into a binding contractual commitment relating to such Investment and (B) an Investment that takes place in a series of related transactions contemplated by definitive agreements relating to such Investment (such as an Investment in a form similar to a reverse like-kind exchange transaction as contemplated by Rev. Proc. 2000-37, 2000-2 C.B. 308) will be permitted pursuant to this Section 7.10(a) so long as the completion of such series of related transactions (as opposed to the completion of any individual component) would result in an Investment permitted under this Section 7.10(a). Acquisit...
Acquisitions; Investments. The Borrower will not, nor will it permit any Subsidiary to, (i) make or commit to make any Acquisitions or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation by way of merger, consolidation or other combination, (ii) purchase or acquire, or make any commitment to purchase or acquire, any equity interests or any other securities of, or any interest in any Person, or (iii) make or purchase any advance, loan, extension of credit or capital contribution to or any other investment in, any Person (the items in (i), (ii) and (iii) above, collectively, referred to as “Investments”), except:
(a) One or more Permitted Acquisitions;
(b) Cash and Cash Equivalents or other readily marketable Investments which are reasonably acceptable to Lender;
(c) Investments in the form of loans and other advances made or securities purchased or held in the ordinary course of the banking business of the Subsidiary Bank(s) in accordance with safe and sound banking practices and applicable laws and regulations;
(d) Investments by Borrower or any Subsidiary in their respective Subsidiaries, or by a Subsidiary in the Borrower, in the form of capital contributions and investments in the form of capital contributions, loans or extensions of credit by any Subsidiary in any of its subsidiaries;
(e) Investments existing on the Effective Date and set forth on Schedule 7.4 and non-material changes thereto;
(f) Investments held by Subsidiaries acquired after the Effective Date in a Permitted Acquisition or of a Person merged into the Borrower or into a Subsidiary in a Permitted Acquisition to the extent such investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition;
(g) Investments consisting of non-cash loans or non-cash advances made by Borrower to its officers, directors and employees or those of one of its Subsidiaries which are used by such Persons to purchase promptly thereafter equity interests or options (or like instruments) in Borrower;
(h) advances to management personnel, agents and employees for travel advances and other similar cash advances made to such Persons in the ordinary course of business consistent with past practices, and
(i) other Investments by the Borrower or any Subsidiary in an aggregate amount not to exceed $10,000,000.
Acquisitions; Investments. The Company shall not, and shall cause each of the Significant Subsidiaries not to, acquire, by merging or consolidating with, by purchasing an equity interest in or acquire any material assets of, or by any other manner, any business or Person, except pursuant to agreements to which the Company or any of the Significant Subsidiaries is a party that are pending as of the date hereof that are set forth on SCHEDULE 5.01(H) hereof).
Acquisitions; Investments. The Company shall not take any action to cause or permit WCC to acquire, by merging or consolidating with, by purchasing an equity interest in or acquiring any assets of any business or Person, where the acquisition of such assets or business is material in relation to WCC's overall business and operations.
Acquisitions; Investments. Acquisitions of Hotel Properties, other real estate or other assets constituting a Related Business during the Last Twelve Months ended [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] $ [ ]
