Common use of Acquisition, etc Clause in Contracts

Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Administrative Agent: (i) The acquisition by Upstate of all of the outstanding equity interests in the Target and the real property described in the Real Estate Purchase Agreement (the “Acquisition”) shall have been consummated in accordance with the respective terms of the Purchase Agreements for an aggregate purchase price not exceeding $80,000,000 (excluding any earn-out premium and subject to working capital adjustments as set forth in the Stock Purchase Agreement), and no provision of the Purchase Agreements shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the interests of the Borrower or the Lenders. (A) The Administrative Agent shall have received satisfactory evidence that all commitments under the Existing Target Credit Facilities shall have been terminated and all amounts thereunder shall have been paid in full and (B) satisfactory arrangements shall have been made for the termination of (1) all Liens granted in connection therewith and (2) any other Lien relating to former Indebtedness of the Target.

Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Administrative AgentLenders: (i) The acquisition by Upstate the Borrower shall have received at least $500,000,000 in gross cash proceeds from the issuance of the Senior Notes; (ii) the Borrower shall have acquired (the "Acquisition") all of the outstanding equity interests in the Target capital stock of First Health through a merger of First Health with and the real property described in the Real Estate Purchase Agreement (the “Acquisition”) shall have been consummated into Merger Sub in accordance with the respective terms of the Purchase Agreements for an aggregate purchase price not exceeding $80,000,000 (excluding any earn-out premium and subject to working capital adjustments as set forth in the Stock Purchase Acquisition Agreement), and no material provision of the Purchase Agreements thereof shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to without the interests consent of the Borrower or Administrative Agent and the Lenders.Syndication Agent; and (Aiii) The Administrative Agent shall have received satisfactory evidence that all commitments under (x) the Existing Target First Health Credit Facilities Agreement shall have been terminated and all amounts outstanding thereunder (other than the Existing Letters of Credit, which shall become Letters of Credit hereunder) shall have been paid in full and (By) satisfactory arrangements shall have been made for the termination of (1) all Liens granted in connection therewith and (2) any other Lien relating to former Indebtedness of the Targettherewith.

Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Administrative AgentLenders: (i) The acquisition by Upstate of Parent shall have acquired from AAT Holdings, LLC II, a Delaware limited liability company, all of the issued and outstanding equity interests in Capital Stock of the Target and the real property described in the Real Estate Purchase Agreement (the “Acquisition”) shall have been consummated in accordance with pursuant to the respective terms of the Purchase Agreements for an aggregate purchase price not exceeding $80,000,000 (excluding any earn-out premium and subject to working capital adjustments as set forth in the Stock Purchase Acquisition Agreement), and ; no provision of the Purchase Agreements Acquisition Documentation shall have been waived, amended, supplemented or otherwise modified in a manner any respect materially adverse to the interests of the Borrower or the Lenders.Lenders unless otherwise consented by the Arrangers; and the sources and uses of funding for the Acquisition shall be consistent with the Table; and (Aii) (i) The Administrative Agent shall have received satisfactory evidence that substantially all commitments under of the Existing existing Indebtedness (including, without limitation, any existing credit facilities and high-yield notes, but excluding Indebtedness approved by the Arrangers) of the Borrower, the Target Credit Facilities shall have been terminated and all amounts thereunder their respective Subsidiaries shall have been paid in full and (Bii) satisfactory arrangements shall have been made for the termination or subordination of (1) all Liens Liens, as applicable, granted in connection therewith and (2) any other Lien relating it being understood that the Existing Credit Facility shall be permitted to former Indebtedness of remain outstanding in a manner satisfactory to the TargetArrangers).

Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Administrative Agent: (i) The acquisition by Upstate the Borrower of all of the outstanding equity interests in the Target and the real property described in the Real Estate Purchase Agreement (the “"Acquisition”") shall have been consummated in accordance with the respective terms of the Purchase Agreements Merger Agreement (other than the filing of the merger certificate in the Delaware Secretary of State's office, as to which arrangements satisfactory to the Administrative Agent shall have been made for the filing of such certificate in such office not later than the Business Day immediately following the Closing Date), for an aggregate purchase price not exceeding $80,000,000 205,000,000 (excluding any earn-out premium and subject to working capital adjustments as set forth in the Stock Purchase Merger Agreement), and no provision of the Purchase Agreements Merger Agreement shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the interests of the Borrower or the Lenders.; and (A) The Administrative Agent shall have received satisfactory evidence that all commitments under the Existing Target Credit Facilities Agreements shall have been terminated and all amounts thereunder shall have been paid in full and (B) satisfactory arrangements shall have been made for the termination of (1) all Liens granted in connection therewith and (2) any other Lien relating to former Indebtedness of the Targettherewith.