Acquisition Loan Commitments Clause Samples
The Acquisition Loan Commitments clause defines the lender's obligation to provide financing for the purpose of acquiring specific assets or entities. Typically, this clause outlines the maximum loan amount, the conditions that must be met before funds are disbursed, and the timeframe during which the commitment is valid. By clearly specifying the terms under which acquisition financing will be made available, this clause ensures both parties understand their rights and obligations, thereby reducing uncertainty and facilitating the smooth execution of the acquisition transaction.
Acquisition Loan Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties of the Company herein set forth, each Acquisition Loan Lender severally and not jointly agrees to make revolving credit loans to the Company (each such loan, an “Acquisition Loan”) from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding such Lender’s pro rata share of the Acquisition Loan Advance Limit; provided, however, that, after giving effect to any Acquisition Loan Borrowing, the aggregate amount of all outstanding Acquisition Loans and all outstanding Letter of Credit Obligations shall not at any time exceed the Acquisition Loan Advance Limit. Subject to the other terms and conditions hereof, the Company may borrow, prepay and reborrow Acquisition Loans under this Section 3.1(a).
(b) Notwithstanding paragraph (a) above, Acquisition Loans may, at the option of the Company, be requested in or converted into one of the Alternative Currencies rather than Dollars in an amount up to the Equivalent Amount of not more than the lesser of (i) the then available amount under the Acquisition Loan Advance Limit and (ii) $150,000,000 (the “Alternative Currency Sublimit”) calculated as of the date such Loans are requested. If so requested, only those Acquisition Loan Lenders designated on Schedule 1.1
(a) as having Acquisition Loan Commitments in an Alternative Currency shall participate in making such Loans, notwithstanding that this results in such Lenders having amounts owing by the Company on a non pro rata basis. Following the advance of an Acquisition Loan in an Alternative Currency, the provisions of Section 3.2(c)(ii) shall apply to subsequent Borrowings requested under the Acquisition Loan.
Acquisition Loan Commitments. Company agrees to pay to Administrative Agent, for distribution to each Acquisition Lender in proportion to that Acquisition Lender's Pro Rata Share of the Acquisition Loan Commitments, commitment fees for each day during the period from and including the Closing Date to and excluding the Acquisition Loan Commitment Termination Date (or, if earlier, the date of termination of the Acquisition Loan Commitments in their entirety) on the excess on such day of the Acquisition Loan Commitments over the aggregate principal amount of outstanding Acquisition Loans on such date, (the "Unused Acquisition Loan Commitment Amount") at a rate per annum equal to the commitment fee percentage set out below opposite the Consolidated Leverage Ratio as set forth in the most recent Margin Determination Certificate delivered pursuant to subsection 6.1(iv), PROVIDED that on any date prior to the date of the delivery of the first Margin Determination Certificate after the six month anniversary of the Closing Date, if the Unused Acquisition Loan Commitment Amount on such date is less than 50% of the aggregate Acquisition Loan Commitments, the applicable commitment fee percentage on such date shall be 0.75% per annum and if the Unused Acquisition Loan Commitment Amount on such date is equal to or greater than 50% of the aggregate Acquisition Loan Commitments, the applicable commitment fee percentage on such date shall be 0.50% per annum: Acquisition Loan COMMITMENT FEE PERCENTAGE Consolidated Leverage Ratio Utilization Utilization Less than 50% x50% ---------------------------------------------------------------------------------------------------------- Greater than or equal to 5.00:1.00 0.750% 0.500% Greater than or equal to 4.00:1.00 0.625% 0.375% but less than 5.00:1.00 Greater than or equal to 3.00:1.00 0.550% 0.300% but less than 4.00:1.00 Less than 3.00:1.00 0.500% 0.250% such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on each Quarterly Date of each year, commencing on the first such date to occur after the Closing Date, and on the Acquisition Loan Commitment Termination Date. Changes in the applicable commitment fee rate for Acquisition Loan Commitments resulting from a change in the Consolidated Leverage Ratio shall become effective as provided in subsection 2.3C. In the event that Company fails to deliver a Margin Determination Certificate timely in accordance with the provis...
Acquisition Loan Commitments. Subject to the terms and conditions and relying upon the representations and warranties of the Company herein set forth, each Acquisition Loan Lender severally and not jointly agrees to make revolving credit loans to the Company (each such loan, an "ACQUISITION LOAN") from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding such Lender's pro rata share of the lesser of (a) the Acquisition Loan Advance Limit or (b) the aggregate amount of the Acquisition Loan Commitments of all the Acquisition Loan Lenders; provided, however, that, after giving effect to any Acquisition Loan Borrowing, the aggregate amount of all outstanding Acquisition Loans and all outstanding Letter of Credit Obligations shall not at any time exceed the aggregate Acquisition Loan Commitments. Subject to the other terms and conditions hereof, the Company may borrow, prepay and reborrow Acquisition Loans under this Section 3.1.
Acquisition Loan Commitments. (a) Subject to the terms and conditions hereof, each Lender agrees to extend credit, in an aggregate amount not to exceed such Lender's Acquisition Loan Commitment, to the Company from time to time on any Borrowing Date during the Acquisition Loan Commitment Period by making loans to the Company ("Acquisition Loans") from time to time. Notwithstanding the foregoing, in no event shall any Acquisition Loan be made if after giving effect to such making and the use of proceeds thereof as irrevocably directed by the Company, the aggregate then outstanding principal amount of Acquisition Loans would exceed the aggregate Acquisition Loan Commitments. During the Acquisition Loan Commitment Period, the Company may use the Acquisition Loan Commitments by borrowing, prepaying the Acquisition Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) Each borrowing of Acquisition Loans pursuant to the Acquisition Loan Commitments shall be in an aggregate principal amount of the lesser of (i) $5,000,000, or a whole multiple of $1,000,000 in excess thereof, and (ii) the Available Acquisition Loan Commitments.
Acquisition Loan Commitments. (a) Subject to the terms and conditions hereof, each Lender agrees to make revolving acquisition loans ("Acquisition Loans") to the Borrower from time to time during the period from and including the Closing Date until but excluding the Termination Date (the "Availability Period") in an aggregate principal amount at any one time outstanding not to exceed its respective Acquisition Loan Commitment. During the Availability Period the Borrower may use the Acquisition Loan Commitments by borrowing, prepaying the Acquisition Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Acquisition Loans shall be Eurodollar Loans unless and until the Administrative Agent notifies the Borrower that it is converting, pursuant to Section 3.1(c), Section 3.6 or Section 3.8, the Eurodollar Loans to Base Rate Loans.
Acquisition Loan Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties of the Company herein set forth, each Acquisition Loan Lender severally and not jointly agrees to make revolving credit loans to the Company (each such loan, an “Acquisition Loan”) from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding such Lender’s pro rata share of the Acquisition Loan Advance Limit; provided, however, that, after giving effect to any Acquisition Loan Borrowing, the aggregate amount of all outstanding Acquisition Loans and all outstanding Letter of Credit Obligations shall not at any time exceed the Acquisition Loan Advance
Acquisition Loan Commitments. (i) Subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Acquisition Lender severally agrees to make an Acquisition Loan Advance to the Borrower during the Acquisition Loan Availability Period on each Acquisition Loan Funding Date in an amount equal to its Pro Rata Share of the Acquisition Loan requested to be made on such date, but in no event shall any Acquisition Loan Advance made by any Acquisition Lender on any date exceed such Acquisition Lender's Acquisition Loan Commitment as of such date. The aggregate amount of all Acquisition Loan Advances made by the Acquisition Lenders hereunder shall not in any event exceed the Maximum Acquisition Loan Amount. Unless earlier terminated in accordance herewith, each Acquisition Lender's Acquisition Loan Commitment shall terminate upon the earliest to occur of (A) its making of Acquisition Loan Advances in an aggregate amount equal to its respective Acquisition Loan Commitment, (B) the date on which any Closing Failure shall have occurred and (C) the date on which an Acquisition Loan Funding Date shall have occurred with respect to each of the Astoria Bundle, the NiMo Assets and the Carr ▇▇▇eet Generating Station. Once prepaid or repaid, an Acquisition Loan cannot be reborrowed.
(ii) The failure of any Acquisition Lender to make the Acquisition Loan Advance to be made by it as part of any Acquisition Loan shall not relieve, in and of itself, any other Acquisition Lender of its obligation hereunder to make its Acquisition Loan Advance on the date of the applicable Acquisition Loan, but no Acquisition Lender shall be responsible for the failure of any other Acquisition Lender to make the Acquisition Loan Advance to be made by such other Acquisition Lender on the date of any Acquisition Loan.
Acquisition Loan Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make loans (each such loan, an “Acquisition Loan”) to Borrowers in Dollars from time to time, on any Business Day during the Acquisition Loan Draw Period, in an aggregate principal amount not exceeding such L▇▇▇▇▇’s Acquisition Loan Commitment. Acquisition Loans which are prepaid or repaid, in whole or in part, may not be reborrowed. Acquisition Loans may be BR Loans or SOFR Loans, as further provided herein. For avoidance of doubt, the Acquisition Loan Commitments shall be reduced by the amount of any Acquisition Loan used to fund any Permitted Acquisition Loan Proceeds Uses.