Permitted Acquisition Certificate Clause Samples

Permitted Acquisition Certificate. Borrower shall have delivered to Agent a certificate pertaining to the Permitted Acquisition, in the form as set forth in Exhibit 12.24 attached hereto.

Permitted Acquisition Certificate. The Administrative Agent shall have received a certificate substantially in the form of Exhibit 1.1(f) to the Credit Agreement, executed by an Authorized Officer of the Company certifying that the Acquisition complies with the requirements of the Credit Agreement (other than the acquisition baskets contained in clause (vii) and the EBITDA requirement contained in clause (v) of the definition of Permitted Acquisition).

Permitted Acquisition Certificate. Borrower shall have furnished to Agent a certificate of a Responsible Officer of Borrower including, to the extent applicable, a reasonably detailed calculation of clause (c) above. “Permitted Encumbrances” means the following encumbrances: (a) Liens for Taxes, assessments or governmental charges or levies not yet due and payable or Liens for Taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (b) Liens in respect of property or assets of any Credit Party or any of its Restricted Subsidiaries imposed by law which were incurred in the ordinary course of business and which have not arisen to secure Indebtedness for borrowed money, such as carriers’, materialmen’s, warehousemen’s and mechanics’ Liens, statutory and common law landlord’s Liens (or landlord’s Lien rights under leases solely in respect of past-due rent and similar obligations), and other similar Liens arising in the ordinary course of business, which secure amounts that are not delinquent for more than ninety (90) days and remain payable without penalty or which are being contested diligently and in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP are being maintained; (c) Liens created by or pursuant to this Agreement, the Collateral Documents or the other Loan Documents or otherwise securing Credit Product Obligations; (d) Liens in existence on the Closing Date which are described on Schedule 3.2, and any modification, replacements, refinancings, renewals or extensions thereof; provided, that such modification, replacement, refinancings, renewal or extension of the obligations secured or benefitted by such Liens, if constituting Indebtedness, is permitted by Section 3.1 (it being understood, for the avoidance of doubt, that individual financings of the type permitted by Section 3.1(e) provided by any lender or its Affiliates may be cross-collateralized to other financings of such type provided by such lender or its Affiliates); (e) Liens arising from judgments, decrees, awards or attachments in circumstances not constituting an Event of Default; (f) Liens (other than any Lien imposed by ERISA)