Acquisition Expenditures Sample Clauses

Acquisition Expenditures. The Company shall not, and shall not permit any of its Subsidiaries to, make any Acquisition Expenditure unless each of the following requirements is satisfied:
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Acquisition Expenditures. The Borrower shall not and shall not permit any of its Subsidiaries to make any Acquisition Expenditure, unless (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of the Borrower and does not violate any other provision of this Agreement; (b) the aggregate amount of the Net Purchase Prices made during any fiscal year does not exceed $40,000,000; (c) the aggregate consideration paid in common stock for all Acquisition Expenditures made during any fiscal year does not exceed $40,000,000; (d) at the time of such Acquisition Expenditure no Default has occurred and is continuing or would occur upon the consummation of such acquisition and the Agent shall have received a Compliance Certificate demonstrating pro forma financial covenant compliance; and (e) immediately following the making of such Acquisition Expenditure, the lesser of (i) the aggregate amount of the Commitments or (ii) the Borrowing Base exceeds the aggregate outstanding principal amount of the Advances and the Letter of Credit Exposure by at least $20,000,000.
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Acquisition Expenditures. Except for up to $25,000,000.00 of aggregate cash consideration paid during any consecutive four fiscal quarter period for all purchases of facilities which have been leased by Living Centers or any of its Subsidiaries for at least three years, Living Centers shall not and shall not permit any of its Subsidiaries to make any Acquisition Expenditure, unless (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of Living Centers and does not violate any other provision of this Guarantee; (b) except for Project QC, (i) the aggregate cash consideration paid during any four consecutive four fiscal quarter period plus (ii) assumptions of Debt for all Acquisition Expenditures made during such period does not exceed (A) $100,000,000.00 plus (B) an amount not less than zero, but equal to (1) the Net Cash Proceeds received from asset sales permitted by Section 11.4 during such period minus (2) the total automatic Commitment reductions made under Section 2.05(b) of the Corporate Credit Agreement during such period; (c) at the time of such Acquisition Expenditure no Default has occurred and is continuing or would occur upon the consummation of such acquisition; (d) for Acquisition Expenditures in excess of $15,000,000.00, the Agent shall have received a Compliance Certificate demonstrating pro forma financial covenant compliance, including adjustments to Living Centers' EBITDA for such acquired business; and (e) immediately following the making of such Acquisition Expenditure, the aggregate amount of the Commitments (as defined in the Corporate Credit Agreement) exceeds (as defined in the Corporate Credit Agreement) the aggregate outstanding principal amount of the Advances (as defined in the Corporate Credit Agreement), the Letter of Credit Exposure, and the outstanding principal amount of Debt permitted by Section 11.2(d) by at least $25,000,000.00.
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Acquisition Expenditures. The Borrower shall not, and shall not permit any of its Subsidiaries to, make any Acquisition Expenditure unless each of the following requirements is satisfied:
Sample 1
Acquisition Expenditures. Except for up to $25,000,000.00 of aggregate cash consideration paid during any consecutive four fiscal quarter period for all purchases of facilities which have been leased by the Borrower or any of its Subsidiaries for at least three years, the Borrower shall not and shall not permit any of its Subsidiaries to make any Acquisition Expenditure, unless (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of the Borrower and does not violate any other provision of this Agreement; (b) except for Project QC, (i) the aggregate cash consideration paid during any four consecutive four fiscal quarter period plus (ii) assumptions of Debt for all Acquisition Expenditures made during such period does not exceed (A) $100,000,000.00 plus (B) an amount not less than zero, but equal to (1) the Net Cash Proceeds received from asset sales permitted by Section 6.04 during such period minus (2) the total automatic Commitment reductions made
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Acquisition Expenditures. Only the Borrower can make Acquisition Expenditures, such Acquisition Expenditures to be funded with (a) 100% of the proceeds from equity offerings of the Borrower after the Closing Date, (b) 100% of the Add-On Public Debt, (c) up to $15,000,000 of the Loans at any one time, (d) up to and including 50% of cumulative Consolidated Net Income from and including the Closing Date to and including the last day of the most recently ended fiscal quarter of the Borrower and (e) 50% of the Unencumbered Cash as of the Closing Date, minus the aggregate amount which has been expended on or prior to the date of making such Acquisition Expenditure for the Furnace Upgrade; provided, that the amount referred to in the foregoing clause (e) shall only be available for Acquisition Expenditures made on or prior to the date which is one year from the Closing Date.
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Acquisition Expenditures. The Borrower shall not and shall not permit any of its Subsidiaries to make any Acquisition Expenditure, unless (a) such Acquisition Expenditure is made in substantially the same or complementary lines of business of the Borrower and does not violate any other provision of this Agreement; (b) the aggregate amount of the Net Purchase Prices and consideration paid in common stock for all Acquisition Expenditures made does not exceed $80,000,000; (c) at the time of such Acquisition Expenditure no Default has occurred and is continuing or would occur upon the consummation of such acquisition and, if such Acquisition
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Acquisition Expenditures. Borrower shall not make, and shall not permit any Subsidiary to make, (a) any acquisition of additional business segments, franchise, contract packing or distribution rights, (b) any capital contribution or acquisition of capital stock or other similar interests in any other Person pursuant to which such Person shall become a Subsidiary of, or be merged into, Borrower or any of Borrower's Subsidiaries, or (c) any acquisition of the assets of any Person which constitute substantially all of an operating unit or business of such Person (individually and collectively, "Acquisition Expenditures") or a series of related Acquisition Expenditures in any year unless (i) both prior to and after giving effect thereto (and any Loans incurred in connection therewith) no Event of Default shall have occurred and be continuing and (ii) the amount of cash consideration paid by Borrower and its Subsidiaries at the closing of any single transaction in connection with which Acquisition Expenditures are made, less the net increase in the Revolving Loans available under Section 2.1(a) hereof as a result of any Inventory and Accounts purchased by Borrower in connection with such Acquisition Expenditures, shall not exceed $250,000.
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Related to Acquisition Expenditures

  • Acquisition Expenses Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

  • Excluded Expenditures The Recipient undertakes that the proceeds of the Financing shall not be used to finance Excluded Expenditures. If the Association determines at any time that an amount of the Financing was used to make a payment for an Excluded Expenditure, the Recipient shall, promptly upon notice from the Association, refund an amount equal to the amount of such payment to the Association. Amounts refunded to the Association upon such request shall be cancelled.

  • Capital Expenditures The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

  • Liquidation and Acquisition Expenses 1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Maximum Capital Expenditures Borrower and its Subsidiaries on a consolidated basis shall not make Capital Expenditures during the following periods that exceed in the aggregate the amounts set forth opposite each of such periods: Period Maximum Capital Expenditures per Period Fiscal Year ending on or about March 31, 2006 and each Fiscal Year ending thereafter $ 5,000,000 (b) [Intentionally Deleted]

  • Capital Expenditure Make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by Borrower in any fiscal year would exceed the amount set forth on the Schedule;

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note; (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Guaranty Agreement; and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, due to (a) any failure of any representation or warranty of the Company in this Agreement to be true and correct in all material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such different date) or (b) any failure by the Company to perform or comply in all material respects with any covenant or agreement contained in this Agreement.

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • Expenditures The Assuming Institution will pay such bills and invoices on behalf of the Receiver and the Corporation as the Receiver or the Corporation may direct for the period beginning on the date of the Bank Closing Date and ending on Settlement Date. The Assuming Institution shall submit its requests for reimbursement of such expenditures pursuant to Article VIII of this Agreement.

  • Consolidated Capital Expenditures (i) Company will not, and will not permit any of its Subsidiaries to, make or commit to make Consolidated Capital Expenditures in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year Consolidated Capital Expenditures Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.

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