Common use of CONDITIONS PRECEDENT TO A PERMITTED ACQUISITION Clause in Contracts

CONDITIONS PRECEDENT TO A PERMITTED ACQUISITION. (a) Prior to the consummation of any Acquisition pursuant to ITEM (A) of the definition of "Permitted Acquisition" (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall deliver to Administrative Agent a written certification that (i) all representations and warranties under the Loan Papers are true and correct immediately prior to and after giving effect to the Acquisition, and (ii) no Default or Potential Default exists at the time of the Acquisition and after giving effect to the Acquisition; provided that, no such written certification shall be required if the Purchase Price for the Acquisition does not exceed $50,000,000 (and does not exceed $50,000,000 when aggregated with all other Permitted Acquisitions satisfying the requirements of ITEM (a) under the definition of "Permitted Acquisition" consummated during the fiscal quarter of Borrower and its Restricted Subsidiaries in which the Acquisition occurs) so long as Borrower confirms in its next quarterly or annual Compliance Certificates required to be delivered pursuant to SECTIONS 7.3(a) and 7.3(b) its compliance with CLAUSES (i) and (ii) above with respect to such Acquisition consummated during the subject period. (b) Prior to the consummation of any Acquisition (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall deliver to Administrative Agent all supplements to, or revisions of, SCHEDULES 6.13, 7.12, 7.13, and 7.20 which are required to make the disclosures in such Schedules accurate after giving effect to such Acquisition, so long as, on or prior to the date of consummation of such Acquisition, the consent of Determining Lenders with respect to such revised or supplemental Schedules have been obtained. In addition, prior to the consummation of any Acquisition pursuant to ITEMS (b) and (c) of the definition of "Permitted Acquisition" (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall have delivered to Administrative Agent a Permitted Acquisition Compliance Certificate (substantially in the form of EXHIBIT D-2 and otherwise acceptable to Administrative Agent).

CONDITIONS PRECEDENT TO A PERMITTED ACQUISITION. (a) Prior to the consummation of any Acquisition pursuant to ITEM (Aa) of the definition of "Permitted Acquisition" (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall deliver to Administrative Agent a written certification that (i) all representations and warranties under the Loan Papers are true and correct immediately prior to and after giving effect to the Acquisition, and (ii) no Default or Potential Default exists at the time of the Acquisition and after giving effect to the Acquisition; provided that, no such written certification shall be required if the Purchase Price for the Acquisition does not exceed $50,000,000 (and does not exceed $50,000,000 when aggregated with all other Permitted Acquisitions satisfying the requirements of ITEM (a) under the definition of "Permitted Acquisition" consummated during the fiscal quarter of Borrower and its Restricted Subsidiaries in which the Acquisition occurs) so long as Borrower confirms in its next quarterly or annual Compliance Certificates required to be delivered pursuant to SECTIONS 7.3(a) and 7.3(b) its compliance with CLAUSES (i) and (ii) above with respect to such Acquisition consummated during the subject period. (b) Prior to the consummation of any Acquisition (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall deliver to Administrative Agent all supplements to, or revisions of, SCHEDULES 6.13, 7.12, 7.13, and 7.20 which are required to make the disclosures in such Schedules accurate after giving effect to such Acquisition, so long as, on or prior to the date of consummation of such Acquisition, the consent of Determining Lenders with respect to such revised or supplemental Schedules have been obtained. In addition, prior to the consummation of any Acquisition pursuant to ITEMS (b) and (c) of the definition of "Permitted Acquisition" (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall have delivered to Administrative Agent a Permitted Acquisition Compliance Certificate (substantially in the form of EXHIBIT D-2 and otherwise acceptable to Administrative Agent).

CONDITIONS PRECEDENT TO A PERMITTED ACQUISITION. (a) Prior to the consummation of any Acquisition pursuant to ITEM (Aa) of the definition of "Permitted Acquisition" (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall deliver to Administrative Agent a written certification that (i) all representations and warranties under the Loan Papers are true and correct immediately prior to and after giving effect to the Acquisition, and (ii) no Default or Potential Default exists at the time of the Acquisition and after giving effect to the Acquisition; provided that, no such written certification shall be required if the Purchase Price for the Acquisition does not exceed $50,000,000 (and does not exceed $50,000,000 when aggregated with all other Permitted Acquisitions satisfying the requirements of ITEM (a) under the definition of "Permitted Acquisition" consummated during the fiscal quarter of Borrower and its Restricted Subsidiaries in which the Acquisition occurs) so long as Borrower confirms in its next quarterly or annual Compliance Certificates required to be delivered pursuant to SECTIONS 7.3(a) and 7.3(b) its compliance with CLAUSES (i) and (ii) above with respect to such Acquisition consummated during the subject period. (b) Prior to the consummation of any Acquisition (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall deliver to Administrative Agent all supplements to, or revisions of, SCHEDULES 6.13, 7.12, 7.13, and 7.20 which are required to make the disclosures in such Schedules accurate after giving effect to such Acquisition, so long as, on or prior to the date of consummation of such Acquisition, the consent of Determining Lenders with respect to such revised or supplemental Schedules have been obtained. In addition, prior to the consummation of any Acquisition pursuant to ITEMS (b) and (c) of the definition of "Permitted Acquisition" (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall have delivered to Administrative Agent a Permitted Acquisition Compliance Certificate (substantially in the form of EXHIBIT D-2 and otherwise acceptable to Administrative Agent).Acquisition

CONDITIONS PRECEDENT TO A PERMITTED ACQUISITION. A Permitted Acquisition shall be subject to the satisfaction, in the Agent’s discretion, of the following terms and conditions: (a) Prior No Default or Event of Default has occurred and is continuing or would occur as a result of the closing of the Permitted Acquisition; (b) Agent shall have received at least twenty-one (21) days prior to the consummation proposed or expected date of any Acquisition pursuant to ITEM (A) execution of the definition definitive acquisition agreements relating thereto, written notice of "the Permitted Acquisition" (whether or not Acquisition setting forth therein in reasonable detail the proposed terms and conditions of the Permitted Acquisition and an estimate of the funds expected to be drawn under the Revolving Loan to be applied to the purchase price for such and related costs of the Permitted Acquisition; (c) Agent shall have received a copy of the definitive acquisition agreement, together with any additional agreements, instruments or other definitive acquisition documents related thereto, in substantially final execution form at least five (5) Business Days prior to the proposed date of execution, all of which shall be in form and substance acceptable to Agent; (d) Agent shall have conducted and received the report of a field examination of the Person that is the subject of the Permitted Acquisition is funded by Borrowings(and, in the case of [Redacted], an updated field examination report), Borrower and the results thereof shall deliver be acceptable to Administrative Agent; (e) Agent shall have received a written certification that (i) statement, including all representations relevant assumptions and warranties under the Loan Papers are true and correct immediately prior to and calculations, showing that, after giving effect to the Permitted Acquisition, the Entity Loan Parties (including any Person that is the subject of the Permitted Acquisition) shall be in compliance with the conditions, covenants and other obligations applicable to them, including, on a pro forma basis, with the financial covenants set forth in Section 18 of this Annex 2 as of the most recently ended reporting date and for the period then ended; (f) Agent shall have determined that all the conditions precedent, including the receipt of any required consent or approval of any Managing Person of the Person that is the subject of the Permitted Acquisition or any other party to the Permitted Acquisition, Governmental Authority or other third party, shall have been satisfied; (g) concurrently with the closing of the Permitted Acquisition, (1) [Redacted] shall become a Borrower (and cross-guarantor) and any other Person that is the subject of the Permitted Acquisition shall become either a Borrower (and cross-guarantor) or Guarantor under the Loan Agreement, as the Agent may determine upon request of Parent, and (ii2) no Default or Potential Default exists at grant to Agent for the time ratable benefit of the Acquisition and after giving effect Lenders a first priority perfected Lien on its Property, subject only to the exceptions expressly provided in the Agreement, and for this purpose, shall execute and deliver a joinder agreement and such other collateral and ancillary agreements, instruments and other documents (including an opinion of Borrowers’ counsel covering such matters applicable to [Redacted] as are covered in the opinion of counsel required under clause (viii) of Section 3 of this Annex 2 as Agent may require; p (h) all the representations and warranties of the Borrowers, including [Redacted], set forth in the Agreement shall be, and continue to be, true and correct as of the closing date of the Permitted Acquisition; provided that, no such written certification shall be required if the Purchase Price for the Acquisition does not exceed $50,000,000 (and does not exceed $50,000,000 when aggregated with all other Permitted Acquisitions satisfying the requirements of ITEM (a) under the definition of "Permitted Acquisition" consummated during the fiscal quarter of Borrower and its Restricted Subsidiaries in which the Acquisition occurs) so long as Borrower confirms in its next quarterly or annual Compliance Certificates required to be delivered pursuant to SECTIONS 7.3(a) and 7.3(b) its compliance with CLAUSES and (i) and (ii) above with respect as to such Acquisition consummated during the subject period. (b) Prior to the consummation of any Acquisition (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall deliver to Administrative Agent all supplements to, or revisions of, SCHEDULES 6.13, 7.12, 7.13, and 7.20 which are required to make the disclosures in such Schedules accurate after giving effect to such Permitted Acquisition, so long as, on or prior to other than the date of consummation of such [Redacted] Acquisition, the consent of Determining Lenders with respect to such revised or supplemental Schedules have been obtained. In addition, prior to the consummation of any Acquisition pursuant to ITEMS (b) and (c) of the definition of "Permitted Acquisition" (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall have delivered to Administrative other conditions as Agent a Permitted Acquisition Compliance Certificate (substantially in the form of EXHIBIT D-2 and otherwise acceptable to Administrative Agent)may require.

CONDITIONS PRECEDENT TO A PERMITTED ACQUISITION. (a) Prior On or prior to the consummation of any Acquisition pursuant to ITEM (A) of the definition of "Permitted Acquisition" (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall deliver to Administrative Agent a written certification that (i) all representations and warranties under the Loan Papers are true and correct immediately prior to and after giving effect to the Acquisition, and (ii) no Default or Potential Default exists at the time of the Acquisition and after giving effect to the Acquisition; provided that, no such written certification shall be required if the Purchase Price for the Acquisition does not exceed $50,000,000 (and does not exceed $50,000,000 when aggregated with all other Permitted Acquisitions satisfying the requirements of ITEM (a) under the definition of "Permitted Acquisition" consummated during the fiscal quarter of Borrower and its Restricted Subsidiaries in which the Acquisition occurs) so long as Borrower confirms in its next quarterly or annual Compliance Certificates required to be delivered pursuant to SECTIONS 7.3(a) and 7.3(b) its compliance with CLAUSES (i) and (ii) above with respect to such Acquisition consummated during the subject period. (b) Prior to the consummation of any Acquisition (whether or not the purchase price Purchase Price for such Acquisition is funded by Borrowings), Borrower shall deliver to Administrative Agent all supplements to, or revisions of, SCHEDULES 6.13, 7.12, 7.13, and 7.20 which are required to make the disclosures in such Schedules accurate after giving effect to such Acquisition, so long as, on or prior to the date of consummation of such Acquisition, the consent of Determining Lenders with respect to such revised or supplemental Schedules have been obtained. In addition, prior to the consummation of any Acquisition pursuant to ITEMS (b) and (c) of the definition of "Permitted Acquisition" (whether or not the purchase price for such Acquisition is funded by Borrowings), Borrower shall have satisfied the conditions and delivered, or caused to be delivered, to Administrative Agent, all documents and certificates set forth on SCHEDULE 7.2 by no later than the dates specified for satisfaction of such conditions on SCHEDULE 7.2. Promptly upon receipt of each Permitted Acquisition Compliance Certificate and each Permitted Acquisition Loan Closing Certificate, Administrative Agent shall provide copies of such certificates to Lenders. All documentation delivered and satisfaction of conditions pursuant to the requirements of SECTION 7.2 must be satisfactory to Administrative Agent (and in the case of the Supplemental Capital Expenditures Budget, must be acceptable to Administrative Agent, Co-Syndication Agents, and Co-Documentation Agents). To the extent any Borrowing is being requested in connection with the consummation of the Permitted Acquisition, the conditions set forth in SECTIONS 7.2 and 7.3 must be satisfied prior to the making of any such Borrowing. CONDITIONS PRECEDENT TO EACH BORROWING. In addition to the conditions stated in SECTION 7.1 and SECTION 7.2 (as applicable), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, UNLESS on the date of such Borrowing or issuance (and after giving effect thereto): (a) Administrative Agent shall have timely received therefor a Borrowing Notice or LC Request (TOGETHER WITH the applicable LC Agreement); (b) Administrative Agent shall have received, as applicable, the LC fees provided for in SECTION 5.4; (c) all of the representations and warranties of any Company set forth in the Loan Documents are true and correct in all material respects (EXCEPT to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Documents); (d) no change in the financial condition or business of the Companies which could reasonably be expected to be a Material Adverse Event shall have occurred; (e) no Default or Potential Default shall have occurred and be continuing; (f) the funding of such Borrowings or issuance of such LC is permitted by Law; (g) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (h) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice and LC Request delivered to Administrative Agent a Permitted Acquisition Compliance Certificate (substantially in shall constitute the form of EXHIBIT D-2 representation and otherwise acceptable warranty by Borrower to Administrative Agent)Agent that, as of the Borrowing Date or the date of issuance of the LC, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, UNLESS Required Lenders specifically waive each such item in writing.