Additional Conditions to Acquisition Loans Sample Clauses

Additional Conditions to Acquisition Loans. The obligations of the Lenders to honor the Borrowers' request for any Acquisition Loan after the Effective Date and on or prior to the Acquisition Facility Termination Date is subject to Administrative Agent's receipt, at least two Business Days prior to the date such Acquisition Loan is requested to be made, of a Notice of Borrowing substantially in the form of EXHIBIT E-3, properly completed, and to the satisfaction (or waiver by the Administrative Agent and the Required Lenders) of the following conditions with respect to each Acquisition Loan: (a) at least 14 days prior to the closing date for a proposed Acquisition, the Borrowers shall provide to the Administrative Agent and the Lenders notice of such proposed Acquisition together with an information package containing the following documents and confirmation that the other conditions set forth in this SECTION 6.2 have been or will on the closing date for such proposed Acquisition be satisfied: (i) the purchase agreement and all other material documents and agreements relating to such proposed Acquisition in substantially final form, (ii) all such information as may be necessary to enable the Administrative Agent, for the benefit of the Lenders, to obtain a first priority, perfected security interest (subject only to Permitted Liens) in all of the assets to be acquired from or owned by the Acquisition Target immediately upon consummation of the proposed Acquisition, and (iii) copies of lien search results for each jurisdiction in which the Acquisition Target is located, in which the chief executive office of the Acquisition Target is located, or in which the Acquisition Target has assets; (b) the purchase price for the Acquisition Target (including without limitation all Indebtedness assumed by any Borrower and all obligations associated with consulting and non-compete agreements entered into by any Borrower), after taking into account reasonably anticipated purchase price adjustments, is less than or equal to $25,000,000; (c) the proposed Acquisition is an arm's length transaction whereby a Borrower will (i) own directly or indirectly all of the equity interest in such Acquisition Target and will control a majority of any voting securities, or will otherwise control the governance of such Acquisition Target or (ii) acquire a Business Unit; (d) at the time of the proposed Acquisition, the Acquisition Target shall be in the business of designing, manufacturing or distributing furniture and a majority ...
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Additional Conditions to Acquisition Loans. The making of any Acquisition Loan hereunder shall also be subject to the satisfaction of the conditions precedent that the Agent shall have received evidence satisfactory to it that: (a) after giving effect to such Acquisition Loan and any proposed Permitted Acquisition to be made in connection therewith, the Total Revolving Credit Commitment minus (i) the outstanding amount of all Revolving Credit Loans, (ii) the outstanding amount of all Swing Line Loans, and (iii) the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, shall be not less than $15,000,000; (b) the Borrower shall have delivered to the Agent a statement certified by the principal financial or accounting officer of the Borrower demonstrating with computations in reasonable detail that after giving effect to such Loan and any proposed Permitted Acquisition to be made in connection therewith the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants contained in Sections 14.1 and 14.2, decreasing, for this purpose, the applicable ratio levels by 0.25 to 1.00 so that, by way of example, if the covenant set forth in Section 14.1 prohibits the Leverage Ratio from exceeding 4.00 to 1.00, the Borrower shall demonstrate on a Pro Forma Basis that the Leverage Ratio does not exceed 3.75 to 1.00; and (c) the proposed acquisition, in the case of an Acquisition Loan the proceeds of which are to be used for the purpose of making a Permitted Acquisition, complies with each of the requirements set forth in the definition of "Permitted Acquisition".
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Additional Conditions to Acquisition Loans. The obligation of each Lender to make any Acquisition Loan is subject to the satisfaction of the following additional conditions precedent on the relevant Borrowing date: (a) Evidence of Perfected First Priority Security Interest. With respect to the Target acquired or financed with the proceeds of such Acquisition Loan, and prior to or simultaneously with the funding of such Acquisition Loan, the Agent shall have been granted, for the benefit of Agent and the Lenders, a first priority lien on and security interest in the property of such Target, subject only to Permitted Liens, and shall have received, without limitation, (a) the items described in subsection 2.1(d)(ii) and Section 4.12, and (b) duly executed UCC financing statements or amendments to existing financing statements with respect to such Target, in form and substance reasonably satisfactory to the Agent and which, upon filing, shall perfect the first priority security interest of the Agent, for the benefit of Agent and the Lenders, in such property. In the event real property is being acquired in connection with such Acquisition, prior to or simultaneously with the funding of such Acquisition Loan, the Agent shall have received (x) in the case of owned real property being acquired, a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with, in the case of owned real property having a fair market value of at least $1,000,000 (if requested by the Agent), an ALTA lender's title insurance policy issued by a title insurer reasonably satisfactory to the Agent, in form and substance and in an amount reasonably satisfactory to the Agent insuring that the Mortgage is a valid and enforceable first priority lien on the respective property, free and clear of all defects, encumbrances and Liens except for Permitted Liens, and (y) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Agent, in form and substance reasonably satisfactory to the Agent.
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Related to Additional Conditions to Acquisition Loans

  • Additional Conditions to Revolving Loans If a Revolving Loan is requested, all conditions set forth in Section 2.1 shall have been satisfied.

  • Additional Conditions to Letters of Credit If the issuance of a Letter of Credit is requested, all conditions set forth in Section 2.3 shall have been satisfied.

  • Conditions to All Loans The obligation of each Lender to make its Loans on each Funding Date are subject to the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.

  • CONDITIONS TO ALL BORROWINGS The obligations of the Lenders to make any Loan or issue any Letter of Credit, whether on or after the Closing Date, shall also be subject to the satisfaction of the following conditions precedent:

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

  • Conditions to Initial Extensions of Credit The agreement of each Lender to make the initial extension of credit requested to be made by it is subject to the satisfaction, immediately prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

  • Conditions to Initial Loans The agreement of each Lender to make Loans hereunder and the effectiveness of this Agreement is subject to the satisfaction, prior to or on the Closing Date, of the following conditions precedent, which conditions precedent apply to and shall be satisfied by the Borrower:

  • Conditions Precedent to the Initial Extension of Credit The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

  • Conditions to Initial Advances The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent:

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