Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii)...
Permitted Acquisitions. (a) Subject to the provisions of subsection (b) below and the requirements contained in the definition of Permitted Acquisition, and subject to the other terms and conditions of this Agreement, the Borrower may from time to time on or after the Closing Date effect Permitted Acquisitions, provided that, with respect to each Permitted Acquisition:
Permitted Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Person, unless (a) immediately before and after giving pro forma effect thereto, no Default shall have occurred and be continuing or would result therefrom, (b) if the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate as of the end of the most recent fiscal quarter for the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Business Days prior to the consummation of any such acquisition or series of acquisitions, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (e) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transaction, a “Permitted Acquisition”).
Permitted Acquisitions. The Company will not, nor will it permit any Subsidiary to, make any Acquisitions, other than Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”):
Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Lead Borrower and its Restricted Subsidiaries may from time to time after the Closing Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Event of Default shall have occurred and be continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto and (ii) at the time of the consummation of any Permitted Acquisition, the Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which Section 9.01 Financials were required to have been delivered, does not exceed 5.25 to 1.00; provided that the aggregate consideration paid by the Lead Borrower and its Restricted Subsidiaries in connection with Permitted Acquisitions consummated from and after the Closing Date where the Acquired Entity or Business does not become a Credit Party or owned by a Credit Party, shall not exceed the sum of (x) the greater of $25,000,000 and 2.5% of Consolidated Total Assets (measured at the time of such Permitted Acquisition is consummated), plus (y) the Available Amount.
Permitted Acquisitions. In addition to the requirements contained in the definition of Permitted Acquisition and in the other applicable terms and conditions of this Agreement, the Borrower shall, with respect to any Permitted Acquisition, comply with, and cause each other applicable Credit Party to comply with, the following covenants:
Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of “Permitted Acquisition,” Borrower and its Restricted Subsidiaries may from time to time after the Closing Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition), no Event of Default shall have occurred and be continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect to such Permitted Acquisition on the date of consummation thereof.
Permitted Acquisitions. Subject to the provisions of this Section ---------------------- 8.14 and the requirements contained in the definition of Permitted Acquisition, Holdings and its Wholly-Owned Subsidiaries and, solely with respect to the Stations identified to be acquired by it as provided in Schedule 7.24, Group II, may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent at least 10 Business Days' prior written notice of any Permitted Acquisition (or such shorter period of time as the Administrative Agent may reasonably agree to with respect to any Permitted Acquisition), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by Holdings showing compliance with the financial covenants contained in Sections 9.08, 9.09 and, to the extent applicable, 9.10 for the most recently ended Calculation Period on a Pro Forma --- ----- Basis; (iv) based on good faith projections prepared by Holdings for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 9.08, 9.09 and, to the extent applicable, 9.10 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Sections 9.08, 9.09 and, to the extent applicable, 9.10 as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) immediately after giving effect to each Permitted Acquisition (and all payments to be made in connection therewith), the Total Unutilized Revolving Loan Commitment shall equal or exceed (x) $5,000,000 at any time that the Total Revolving Loan Commitment is $125,000,000 or less or (y) $10,000,000 at any time that the Total Revolving Loan Commitment is greater than $125,000,000; (vi) the Acquired Entity or Business acquired pursuant to such Permitt...
Permitted Acquisitions. No Obligor may, without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)), make any acquisition of, or investment in, any assets, rights or property (but excluding for the avoidance of doubt any payment of Financing Costs or Project Costs) which is not a Permitted Acquisition.
Permitted Acquisitions. The obligation of the Lenders to make any Loan or otherwise extend any credit to Borrower, the proceeds of which will be used to make a Permitted Acquisition, is subject to the satisfaction of the conditions set forth in subsections 6.1 and 6.2 and to the further conditions precedent that:
