Conditions to Acquisition Loans. The obligation of any Lender to make an Acquisition Loan on the occasion of any borrowing and to purchase a participation in any Letter of Credit issued in connection with an Acquisition, and of the LC Issuer to issue a Letter of Credit in connection with any Acquisition, is subject to the satisfaction of the following additional conditions:
(a) receipt by each Lender of a Notice of Revolving Credit Loan in accordance with Section 2.04 or, in the case of the issuance of a Letter of Credit, receipt by the Agent and the LC Issuer of a Letter of Credit Request;
(b) receipt by the Agent of all documents, instruments and agreements to be delivered in connection with the Acquisition and/or any financing therefor;
(c) completion of, and satisfaction of the Agent and the Required Lenders with, such legal and/or business due diligence review of the Acquisition, the terms thereof, and the target thereof as the Agent and the Required Lenders reasonably shall deem relevant;
(d) evidence satisfactory to the Agent that all property to be acquired in the Acquisition, including all property of any Person that, following such Acquisition, is to become a Subsidiary, will be pledged to the Agent and the Lenders as security for the Obligations and that the Liens granted pursuant thereto will constitute perfected Liens, subject only to Permitted Liens, and that any Person that will become a Subsidiary as a result of such Acquisition has executed a guaranty of the Obligations in form and substance satisfactory to the Agent and the Required Lenders and otherwise complied with the requirements of Section 6.07;
(e) receipt by the Agent and the Lenders of such historical financial statements and information and such market information respecting the target of the Acquisition as the Agent and the Required Lenders reasonably shall deem relevant;
(f) receipt by the Agent and the Lenders of pro forma financial statements showing the target and the Company on a consolidated basis after giving effect to such Acquisition as of the date of the closing thereof and a certificate of the chief financial officer or treasurer of the Company demonstrating that the Company, both before and after giving effect to the Acquisition, will be in compliance with the financial and other covenants contained herein and in the other Financing Documents;
(g) receipt by the Agent of evidence satisfactory to the Agent and the Required Lenders in their sole good faith discretion of the satisfaction (without waiv...
Conditions to Acquisition Loans. The obligation of Acquisition Lenders to make Acquisition Loans on each Funding Date are subject to the following further condition precedent that Company delivers a Permitted Acquisition Compliance Certificate and is otherwise in compliance subsection 7.7(vi).
Conditions to Acquisition Loans. The agreement of each Bank having an Acquisition Loan Commitment to make any Acquisition Loan requested to be made by it is subject to the satisfaction, immediately prior to or concurrently with the making of such Acquisition Loan, of the following conditions precedent:
Conditions to Acquisition Loans. The obligations of Lenders to make the Acquisition Loans on each Funding Date are, in addition to the conditions precedent specified in subsections 4.1 and 4.2, subject to prior or concurrent satisfaction of the following conditions: Agent shall have received prior to that Funding Date an Officers' Certificate certifying that:
(i) The contemplated acquisition shall neither be contested nor hostile nor opposed by the board of directors of the targeted company or business;
(ii) After giving effect to such acquisition and Indebtedness incurred in connection therewith, Company is in pro forma compliance with its financial covenants as set forth on a Compliance Certificate attached to such Officers' Certificate; provided that for purposes of calculating the -------- Consolidated Leverage Ratio, the aggregate earnings attributable to acquired businesses or companies whose financials are unreviewed and unaudited shall not exceed 20% of Consolidated EBITDA before giving effect to the acquisition;
(iii) Upon consummation of such acquisition, Company will be in compliance with the provisions of subsections 6.9 and 6.10 with respect to any Subsidiary so acquired;
(iv) In the event such acquisition or series of related acquisitions involves a total consideration in excess of $25,000,000, Company has obtained Agent's and Requisite Lenders' consents thereto and has delivered to Agent and Lenders such historical and pro forma projected financial statements (on a quarterly basis for the succeeding 12 months), sources and uses analysis, pro forma covenant calculations and such other due diligence information as was requested by Agent or Lenders; and
(v) Company and its Subsidiaries will not incur or assume in connection with any such contemplated acquisition any material environmental or other material contingent liability.
Conditions to Acquisition Loans. The obligation of each Bank to make any Acquisition Loan is subject (in addition to the conditions precedent set forth in Section 11.2) to the conditions precedent that:
Conditions to Acquisition Loans. 28 SECTION 3.03. CONDITIONS TO EACH LOAN....................................................................29
Conditions to Acquisition Loans. The obligations of Lenders to make the Acquisition Loans on each Funding Date are, in addition to the conditions precedent specified in subsections 4.1 and 4.2, subject to prior or concurrent satisfaction of the following conditions: Agent shall have received prior to that Funding Date an Officers' Certificate certifying that:
(i) The contemplated acquisition shall neither be contested nor hostile nor opposed by the board of directors of the targeted company or business;
(ii) After giving effect to such acquisition and Indebtedness incurred in connection therewith, Company is in pro forma compliance with its financial covenants as set forth on a Compliance Certificate attached to such Officers' Certificate;
(iii) Upon consummation of such acquisition, Company will be in compliance with the provisions of subsections 6.9 and 6.10 with respect to any Subsidiary so acquired;
(iv) In the event such acquisition or series of related acquisitions involves a total consideration in excess of $25,000,000, Company has obtained Agent's and Requisite Lenders' consents thereto and has delivered to Agent and Lenders such historical and pro forma projected financial statements, sources and uses analysis, pro forma covenant calculations and such other due diligence information as was requested by Agent or Lenders; and
(v) Company and its Subsidiaries will not incur or assume in connection with any such contemplated acquisition any material environmental or other material contingent liability.
Conditions to Acquisition Loans. Notwithstanding any other term or provision contained in this Agreement, the Administrative Agent’s and Lenders’ obligation to make any Acquisition Loan hereunder is subject to the satisfaction of each of all of the conditions precedent contained in Section 5.1 as of the Closing Date and the following additional conditions precedent:
Conditions to Acquisition Loans. The obligation of each Lender with an Acquisition Loan Commitment to make any Acquisition Loan (other than an Acquisition Loan the proceeds of which are used to make the Compliance Settlement Payment as contemplated by subsection 7.3) on any Borrowing Date (other than the Original Closing Date) is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date:
Conditions to Acquisition Loans. The obligation of Lender to fund a Loan for use in connection with any Acquisition shall be subject to all requirements set forth in this Agreement as well as the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section.
