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.
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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 < 50% > 50% ----------------------------------------------------------------------- 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 provisions of subsecti...
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Acquisition Loan Commitments. (a) Subject to the terms and conditions of this Agreement, each Acquisition Direct Lender severally agrees to make loans in Dollars and Approved Acquisition Currencies (individually, a "Syndicated Acquisition Loan"; collectively, the "Syndicated Acquisition Loans") to the Acquisition Borrowers from time to time during the Commitment Period. (b) Subject to the terms and conditions of this Agreement, each Acquisition Fronting Lender severally agrees to make loans to the relevant Acquisition Borrower from time to time during the Commitment Period in Dollars, in Scheduled Acquisition Currencies and, if approved pursuant to subsection 9.3, in Special Acquisition Currencies (individually, a "Fronted Acquisition Loan"; collectively, the "Fronted Acquisition Loans"). (c) Notwithstanding anything to the contrary contained herein, no Acquisition Loan shall be requested or made to the extent that, after giving effect thereto and to the use of proceeds thereof: (i) the Aggregate Outstanding Acquisition Extensions of Credit shall exceed the Aggregate Acquisition Loan Commitment then in effect; (ii) the Available Acquisition Loan Commitment shall be less than zero; or (iii) the Acquisition Loan Commitment of any Acquisition Direct Lender shall be less than the sum of (A) the aggregate principal amount of Syndicated Acquisition Loans made by such Acquisition Direct Lender which are denominated in Dollars, (B) the amount equal to 105% of the Equivalent in Dollars of the aggregate principal amount of Syndicated Acquisition Loans made by such Acquisition Direct Lender in Approved Acquisition Currencies, (C) the amount equal to such Acquisition Direct Lender's Acquisition Loan Commitment Percentage of the aggregate principal amount of Fronted Acquisition Loans which are denominated in Dollars and (D) the amount equal to such Acquisition Direct Lender's Acquisition Loan Commitment Percentage of the amount equal to 105% of the Equivalent in Dollars of the aggregate principal amount of Fronted Acquisition Loans which are denominated in Approved Acquisition Currencies. (d) During the Commitment Period, the Acquisition Borrowers may use the Aggregate Acquisition Loan Commitment by borrowing Acquisition Loans, repaying the Acquisition Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof.
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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.
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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.
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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
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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.
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Related to Acquisition Loan Commitments

  • Term Loan Commitments Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make a term loan (the “Term Loan”) to the Borrower on the Closing Date in such principal amount as the Borrower shall request up to, but not exceeding such Lender’s Term Loan Commitment.

  • Revolving Loan Commitment Each Lender with a Revolving Loan Commitment agrees to make loans on a revolving basis (“Revolving Loans”) from time to time until the Termination Date in such Lender’s Pro Rata Share of such aggregate amounts as the Company may request from all Lenders; provided that the Revolving Outstandings will not at any time exceed Revolving Loan Availability.

  • Term Loan Commitment As to each Term Loan Lender, the amount equal to such Term Loan Lender’s Term Loan Commitment Percentage of the aggregate principal amount of the Term Loans from time to time outstanding to the Borrower.

  • Swing Loan Commitment (a) Subject to the terms and conditions set forth in this Agreement, Swing Loan Lender agrees to lend to the Borrower (the “Swing Loans”), and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the date which is five (5) Business Days prior to the Maturity Date upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.5, such sums as are requested by the Borrower for the purposes set forth in §2.9 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loan Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the outstanding principal amount of the Revolving Credit Loans and Swing Loans (after giving effect to all amounts requested) plus Letter of Credit Liabilities shall not at any time exceed the lesser of (A) the Total Commitment or (B) the Borrowing Base Availability, or cause a violation of the covenants set forth in §9.1, §9.9 or §9.10. Notwithstanding anything to the contrary contained in this §2.5, the Swing Loan Lender shall not be obligated to make any Swing Loan at a time when any other Lender is a Defaulting Lender, unless the Swing Loan Lender is satisfied that the participation therein will otherwise be fully allocated to the Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall not participate therein, except to the extent the Swing Loan Lender has entered into arrangements with the Borrower or such Defaulting Lender that are satisfactory to the Swing Loan Lender in its good faith determination to eliminate the Swing Loan Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. Swing Loans shall constitute “Revolving Credit Loans” for all purposes hereunder. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in §10 and §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from a Lender that such conditions have not been satisfied. Each Swing Loan shall be due and payable within three (3) Business Days of the date such Swing Loan was provided and the Borrower hereby agrees (to the extent not repaid as contemplated by §2.5(d) below) to repay each Swing Loan on or before the date that is three (3) Business Days from the date such Swing Loan was provided. A Swing Loan may not be refinanced with another Swing Loan. (b) The Swing Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit B hereto (the “Swing Note”), dated the date of this Agreement and completed with appropriate insertions. The Swing Loan Note shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment and shall be payable as set forth below. The Borrower irrevocably authorizes the Swing Loan Lender to make or cause to be made, at or about the time of the Drawdown Date of any Swing Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Swing Loan Lender’s Record reflecting the making of such Swing Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Swing Loans set forth on the Swing Loan Lender’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Swing Loan Lender, but the failure to record, or any error in so recording, any such amount on the Swing Loan Lender’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Swing Loan Note to make payments of principal of or interest on any Swing Loan Note when due. (c) The Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer no later than 11:00 a.m. (Cleveland time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall be in the minimum amount of $1,000,000.00) and providing the wire instructions for the delivery of the Swing Loan proceeds. The Loan Request shall also contain the statements and certifications required by §2.7(i) and (ii). Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept such Swing Loan on the Drawdown Date. Notwithstanding anything herein to the contrary, a Swing Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin. The proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to the Borrower no later than 1:00 p.m. (Cleveland time). (d) The Swing Loan Lender shall, within two (2) Business Days after the Drawdown Date with respect to such Swing Loan, request each Lender, including the Swing Loan Lender, to make a Revolving Credit Loan pursuant to §2.1 in an amount equal to such Lender’s Commitment Percentage of the amount of the Swing Loan outstanding on the date such notice is given. In the event that the Borrower does not notify the Agent in writing otherwise on or before noon (Cleveland Time) on the Business Day of the Drawdown Date with respect to such Swing Loan, Agent shall notify the Lenders that such Loan shall be a LIBOR Rate Loan with an Interest Period of one (1) month, provided that the making of such LIBOR Rate Loan will not be in contravention of any other provision of this Agreement, or if the making of a 1. Unless any of the events described in paragraph (h), (i) or (j) of §12.1 shall have occurred (in which event the procedures of §2.5(e) shall apply), each Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at the Agent’s Head Office prior to 12:00 noon (Cleveland time) in funds immediately available no later than the third (3rd) Business Day after the date such notice is given just as if the Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Revolving Credit Notes. The proceeds of such Revolving Credit Loan shall be immediately applied to repay the Swing Loans. (e) If for any reason a Swing Loan cannot be refinanced by a Revolving Credit Loan pursuant to §2.5(d), each Lender will, on the date such Revolving Credit Loan pursuant to §2.5(d) was to have been made, purchase an undivided participation interest in the Swing Loan in an amount equal to its Commitment Percentage of such Swing Loan. Each Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt thereof the Swing Loan Lender will deliver to such Lender a Swing Loan participation certificate dated the date of receipt of such funds and in such amount. (f) Whenever at any time after the Swing Loan Lender has received from any Lender such Lender’s participation interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan Lender will distribute to such Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Loan Lender is required to be returned, such Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it. (g) Each Lender’s obligation to fund a Loan as provided in §2.5(d) or to purchase participation interests pursuant to §2.5(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Loan Lender, the Borrower or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of REIT, the Borrower or any of their respective Subsidiaries; (iv) any breach of this Agreement or any of the other Loan Documents by the Borrower or any Guarantor or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any portions of a Swing Loan not so purchased or converted may be treated by the Agent and Swing Loan Lender as against such Lender as a Revolving Credit Loan which was not funded by the non-purchasing Lender, thereby making such Lender a Defaulting Lender. Each Swing Loan, once so sold or converted, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Revolving Credit Loan made by each Lender under its Commitment.

  • Loan Commitment Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Company herein set forth, the Lender hereby agrees to lend to the Company on the Closing Date and thereafter up to $209,900,000 in the aggregate (the "Loan") consisting of $104,950,000 of 7-year Tranche advances and $104,950,000 of 10-year Tranche advances. The Lender's commitment to make the Loan to the Company pursuant to this Section 2.1 is herein called the "Loan Commitment."