Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person except: (a) investments in (i) Subsidiaries existing on the Closing Date, (ii) in Subsidiaries formed or acquired after the Closing Date so long as the Borrowers and their Subsidiaries comply with the applicable provisions of Section 8.11 and the other terms and provisions of this Agreement and (iii) the other loans, advances and investments described on Schedule 10.3 existing on the Closing Date; (b) investments in cash or cash equivalents made in accordance with the Company’s written investment policy as modified and approved by the Company’s Board of Directors from time to time; (c) investments in the form of the acquisition of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, if (i) no Default or Event of Default then exists or would be created thereby, (ii) the Borrowers have delivered to the Administrative Agent a certificate of a Responsible Officer (on behalf of the Borrowers) demonstrating pro forma compliance with the covenants contained in Article IX both before and after giving effect to such acquisition, except that no certificate shall be required to be delivered for any acquisition involving aggregate consideration (including cash and non-cash consideration) of less than $20,000,000; (d) Hedging Agreements permitted pursuant to Section 10.1; (e) purchases of assets in the ordinary course of business; (f) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary to prevent loss; and (g) other investments not exceeding $50,000,000 in the aggregate in any Fiscal Year of the Borrowers.
Appears in 1 contract
Samples: Credit Agreement (Belk Inc)
Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stockCapital Stock, interests in any partnership or joint venture (including, without limitation, including the creation or capitalization of any Subsidiary), evidence of Debt Indebtedness or other obligation or security, CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person (collectively, “Investments”) except:
(a) investments in (i) in Subsidiaries existing on the Closing Date, (ii) in Domestic Subsidiaries that are also Subsidiaries formed or acquired after the Closing Date so long as the Borrowers Date; provided that Holdings and their its Subsidiaries comply with the applicable provisions of Section 8.11 and the other terms and provisions of this Agreement and (iii) the other loans, advances and investments described on Schedule 10.3 9.3 existing on the Closing Date;
(b) investments Investments in cash or cash equivalents made in accordance with the Company’s written investment policy as modified and approved by the Company’s Board of Directors from time to timeCash Equivalents;
(c) investments Investments by Holdings or any of its Subsidiaries in the form of (A) Permitted Acquisitions, or (B) any other investment (the acquisition aggregate amount of all which at any time outstanding do not exceed $500,000) that would not otherwise constitute Permitted Acquisitions or substantially all one of the business or a line of business investments contemplated by clauses (whether by the acquisition of capital stocka), assets or any combination thereof(b), (d) of any other Person(e), if (f), (g), (h) (i) no Default or Event (j) hereof (“Other Investments”); provided that,
(i) Borrowers have Liquidity as of Default then exists the date on which the Permitted Acquisition or would Other Investment is proposed to be created therebycommitted to (such as the execution of a letter of intent or agreement to purchase, closing on a future date) (the “PA Commitment Date”) of not less than $10,000,000 and Liquidity as of the date on which the Permitted Acquisition or Other Investment is to be consummated (the closing date of such transaction) (the “PA Closing Date”) of not less than $7,500,000, in each case after giving effect to any such Permitted Acquisition or Other Investment;
(ii) the Borrowers have delivered a Fixed Charge Coverage Ratio of at least 1.00:1.00, as of the last day of the most recent calendar quarter prior to the PA Commitment Date, for which actual financial results have been reported to the Administrative Agent pursuant to Section 7.1 hereof;
(iii) Borrowers have a certificate pro forma Fixed Charge Coverage Ratio of a Responsible Officer at least 1.00:1.00 measured with respect to the 12-month period which includes the most recent six calendar months preceding the PA Commitment Date for which actual financial results have been reported to the Administrative Agent pursuant to Section 7.1 hereof, plus pro forma projected financial results for the next following six calendar months, taking into account the proposed Permitted Acquisition or Other Investment (on behalf which projected financial results shall be updated with the most current information available at the time of the Borrowers) demonstrating PA Commitment Date and be prepared in good faith based upon assumptions that are reasonable at the time of the PA Commitment Date, including on a pro forma compliance with the covenants contained in Article IX both before and after giving effect basis all adjustments arising out of events that are or would be directly attributable to such acquisition, except proposed Permitted Acquisition or proposed Other Investment and that are factually supportable); and
(iv) no certificate shall be required to be delivered for any acquisition involving aggregate consideration (including cash and non-cash consideration) Event of less than $20,000,000Default exists or would occur as a result of such Permitted Acquisition or Other Investment;
(d) Hedging Agreements permitted pursuant to clause (e) of Section 10.19.1;
(e) purchases of assets in the ordinary course of business;
(f) investments consisting of extensions of credit loans and advances, including advances for travel and moving expenses, to employees, officers and directors Holdings and its Subsidiaries in the nature ordinary course of business for bona fide business purposes not in excess of $1,000,000 at any one time outstanding;
(g) intercompany Indebtedness permitted pursuant to clause (i) of Section 9.1;
(h) Investments received in satisfaction or partial satisfaction of accounts receivable or notes receivable from financially troubled account debtors and other credits to suppliers in the ordinary course of business, but only so long as such Investments constitute First Priority Collateral (as defined in the Intercreditor Agreement); CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES
(i) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of and other disputes with, customers arising from in the grant ordinary course of business or upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment but only so long as such Investments constitute First Priority Collateral (as defined in the Intercreditor Agreement); and
(j) extensions of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary to prevent loss; and
(g) other investments not exceeding $50,000,000 in the aggregate in any Fiscal Year of the Borrowers.
Appears in 1 contract
Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stockCapital Stock, interests in any partnership or joint venture (including, including without limitation, limitation the creation or capitalization of any Subsidiary), evidence of Debt Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person (collectively, "Investments") except:
(a) investments Investments not otherwise permitted by this Section 9.4 in (i) Subsidiaries existing on the Closing Date, (ii) in Subsidiaries formed or acquired after the Closing Date so long as the Borrowers and their Subsidiaries comply with the applicable provisions of Section 8.11 and the other terms and provisions of this Agreement and (iii) the other existing loans, advances and investments Investments not otherwise permitted by this Section 9.4 described on Schedule 10.3 existing on the Closing Date9.4;
(b) investments Investments by any Credit Party in cash or cash equivalents made in accordance with another Credit Party other than the Company’s written investment policy as modified and approved by the Company’s Board of Directors from time to timeParent;
(c) investments Investments by any Credit Party in cash and Cash Equivalents;
(d) Investments by any Credit Party in the form of the acquisition acquisitions of all or substantially all of the business or a line of business (whether by through a merger, the acquisition of capital stockCapital Stock, assets or any combination thereof) of any other Person, if Person so long as (i) no Default or Event the aggregate amount of Default then exists or would all such acquisitions does not exceed $20,000,000 in any fiscal year and $50,000,000 in the aggregate for all such acquisitions without the consent of the Required Lenders; provided, however, if such acquisition is made exclusively with Capital Stock of the Parent, such acquisition shall be created therebyexcluded in determining compliance with this clause (i), (ii) the Borrowers Administrative Agent (for the benefit of the Lenders) receives a first-priority perfected security interest in or Lien on all Capital Stock and assets acquired in any such acquisition, (iii) on a pro forma basis, the Credit Parties shall have delivered demonstrated compliance with the provisions of Article VIII hereof in a manner reasonably acceptable to the Administrative Agent a certificate of a Responsible Officer and (on behalf of the Borrowersiv) demonstrating pro forma compliance with the covenants contained in Article IX both before and after giving effect to such acquisition, except that no certificate Default or Event of Default shall be required to be delivered for any acquisition involving aggregate consideration (including cash and non-cash consideration) of less than $20,000,000;
(d) Hedging Agreements permitted pursuant to Section 10.1exist;
(e) purchases loans and advances to officers, directors and employees of assets the Credit Parties in the ordinary course of business;an aggregate amount not to exceed $500,000 at any time outstanding; and
(f) investments consisting of extensions of credit any Investment not otherwise permitted hereunder in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors an aggregate amount not to the extent reasonably necessary to prevent loss; and
(g) other investments not exceeding exceed $50,000,000 in the aggregate in any Fiscal Year of the Borrowers5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Horizon Personal Communications Inc)
Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership or joint venture (including, including without limitation, limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person except:
(a) investments not otherwise permitted by this Section 11.4 in (i) Subsidiaries existing on the Closing Date, Date (iiafter giving effect to the Transactions) in Subsidiaries formed or acquired after the Closing Date so long as the Borrowers and their Subsidiaries comply with the applicable provisions of Section 8.11 and the other terms and provisions of this Agreement and (iii) the other existing loans, advances and investments not otherwise permitted by this Section 11.4 described on Schedule 10.3 existing on the Closing Date;11.4; -------------
(b) investments (i) in cash Cash Equivalents, (ii) consisting of receivables owing to any Borrower or cash equivalents made Subsidiary thereof, so long as any such receivable is created or acquired in the ordinary course of business and is payable or dischargeable in accordance with customary trade terms; (iii) received in connection with the Company’s written investment policy as modified bankruptcy or reorganization of suppliers and approved by customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the Company’s Board ordinary course of Directors from business; and (iv) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate for all Borrowers, do not exceed at any time to time$2,000,000;
(c) investments in the form of the acquisition acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, other equity interest, assets or any combination thereof) of by any Borrower or any Subsidiary thereof (excluding the Oak Ridge SPE, Chem-Nuclear Canada, any Inactive Subsidiary and any other Person, if Subsidiary which has not executed the appropriate Security Documents); provided -------- that the following conditions are met:
(i) no Default the Super Majority Lenders shall have previously consented in writing to any single acquisition or Event series of Default then exists related acquisitions at any time that the total aggregate consideration (including, without limitation, all cash payments, Debt and other obligations assumed, earn out payments, seller financing or would be created thereby, equity issued) paid in connection with all acquisitions consummated during the term of this Agreement (including the proposed acquisition or acquisitions) equals or exceeds $10,000,000; (ii) the entity to be acquired is a going concern; (iii) the entity to be acquired is in a Substantially Similar Line of Business; (iv) the Borrowers shall have delivered written evidence to the Administrative Agent and the Lenders, that the acquisition does not have a certificate of a Responsible Officer (negative impact on behalf EBITDA of the BorrowersBorrowers and their Subsidiaries taken as a whole (determined on a reasonable adjusted Pro Forma basis) demonstrating pro forma compliance with for the covenants contained in Article IX both before and after giving effect four (4) consecutive fiscal quarter period ending on or immediately prior to the date of such proposed acquisition; provided, except that no certificate shall be required -------- Pro Forma adjustment to EBITDA that increases the non-adjusted historical EBITDA of the entity or entities or assets to be delivered for any acquisition involving aggregate consideration acquired by more than twenty percent (including cash and non-cash consideration20%) of less than $20,000,000;
(d) Hedging Agreements will be permitted pursuant to Section 10.1;
(e) purchases of assets in without the ordinary course of business;
(f) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary to prevent loss; and
(g) other investments not exceeding $50,000,000 in the aggregate in any Fiscal Year consent of the Borrowers.Super Majority Lenders;
Appears in 1 contract
Samples: Credit Agreement (GTS Duratek Inc)
