Acquisition Debt Sample Clauses

Acquisition Debt. (a) As of the Restatement Date, the Acquisition Debt is nonrecourse debt for the purposes of Section 752 of the Code. The Company shall use commercially reasonable efforts to notify the Rollover Members in advance if there will be a change in circumstances that would cause the Acquisition Debt to be recharacterized as recourse debt for the purposes of Section 752 of the Code; provided, that, to the extent advance notice is not practicable under the circumstances, then as promptly as possible after such event. (b) The Company shall allocate, to the extent consistent with applicable law, as determined by the Board in good faith, non-recourse liabilities to January Capital in an amount necessary so that the January Capital Member has sufficient U.S. federal income tax basis in its Membership Interest to offset the distribution to be made to the January Capital Member in connection with the distribution described in Section 2.1(e) of the Purchase Agreement, including by means of using the “additional method” to allocate excess non-recourse liabilities as set forth in Treasury Regulation Section 1.752-3(a)(3).

Acquisition Debt. The Borrowers shall be permitted to incur additional secured debt in conjunction with any acquisition or the refinancing of any acquisition (collectively, the "Acquisition Debt") without the prior written consent of the Required Lenders if all of the following criteria are satisfied: (1) The Borrowers notify the Agents in writing prior to incurring the Acquisition Debt and deliver to Agents a current Covenant Compliance Certificate (i.e., updated as applicable from the last quarterly Covenant Compliance Certificate submitted to the Agents), which shall include the Acquisition Debt as if made. (2) The Acquisition Debt must be subject to the same material covenants (including financial covenants) as the Credit Facility and subject to the same advance ratios and proportionate sublimits as the Revolving Credit Facility; provided that Acquisition Debt that is seller take-back financing shall not be subject to the foregoing requirement. (3) The ratio of Total Debt (including the permissible amount of Acquisition Debt as determined under the covenants, advance ratios, and proportionate sublimits of the Credit Facility based on the value of the collateral pool to be acquired with the Acquisition Debt, and not the commitment amount) at the time the Acquisition Debt is incurred to Consolidated Tangible Net Worth does not exceed 1.75:1.

Acquisition Debt. As of the date hereof, the parties hereto expect that ---------------- senior secured and mezzanine debt financing in an aggregate principal amount of between $62 million and $66 million (the "Acquisition Debt") will be obtained by Parent and TRIOD from three or more third party lenders to finance a portion of the Merger Consideration. The parties hereto believe that the Acquisition Debt, together with the capital to be contributed to Parent pursuant to the Amended and Restated Voting and Contribution Agreement and the capital to be contributed to TRIOD discussed in paragraph 3 above, will be sufficient to consummate the Acquisition/Merger Transactions. To the extent that such amounts (together with any cash held by NextHealth and acquired in the Merger) are insufficient to consummate the Acquisition/Merger Transactions, Parent and TRIOD shall seek to obtain the necessary additional funds from debt financing arrangements with other third party lenders and/or additional equity financing in TRIOD by non- affiliated investors.

Acquisition Debt. The amounts borrowed (i) under this Agreement, (ii) under the July Letter (or any credit facility contemplated by the July Letter), and (iii) in connection with the mortgage financing contemplated to be established upon (or subsequent to) the Merger in the aggregate of the "Loan Amounts" for Hold Properties as set forth in Schedule 3.3, shall not exceed, in the aggregate, $3,000,000,000; provided that nothing contained in this paragraph shall limit clause (iv) of Section 2.1(f). The amount borrowed hereunder shall not, when aggregated with the amount borrowed pursuant to the July Letter or any related documentation and amounts borrowed in the nature of commercial mortgage backed security financing secured by any Scheduled Properties, exceed $3,000,000,000.