Acquisition Request Sample Clauses
Acquisition Request. In addition, the Companies' ability to consummate any Material Acquisition and to borrow Revolving Loans for the purpose of consummating any Material Acquisition is subject to the Parent providing to the Agent at least thirty (30) Business Days (except as otherwise stated below or the context otherwise requires) prior to the consummation of any Material Acquisition the following:
(a) (i) in the case of an acquisition of Capital Stock of a Person or all or substantially all of the assets or a division of a Person, (A) the name of the Person (the "TARGET") which is to be acquired or whose assets are to be acquired, and (B) a description of the nature of the Target's business;
(b) copies of the current drafts of documentation as and when prepared;
(c) copies of substantially final drafts of such documentation at least one (1) Business Day prior to the earlier to occur of (i) the proposed funding date of the Acquisition Facility Loan intended to effect the proposed acquisition or (ii) the date such proposed acquisition is expected to be consummated (the "ACQUISITION AGREEMENTS");
(d) a summary of the terms and conditions of the proposed acquisition;
(e) a certificate of the chief financial officer or chief executive officer of the Parent dated on or within two (2) days prior to the earlier to occur of the proposed funding date of the Acquisition Facility Loan or date such Permitted Acquisition is expected to be consummated certifying that no Default or Event of Default exists that is continuing or could reasonably be expected to occur as a result of the proposed Acquisition (except to the extent the proviso of Subparagraph 4.1(c) of Section 4 hereof is applicable); and
(f) any other information the Agent may reasonably request from time to time prior to such funding or date such Permitted Acquisition is expected to be consummated that is available to Parent. In addition, at least three (3) Business Days prior to the date such proposed Material Acquisition is expected to be consummated, the Parent must have been available to the Agent and the Lenders to answer questions regarding the proposed acquisition and the documentation related thereto.
Acquisition Request. Borrower shall have provided to the Agent and each Bank at least seven (7) Business Days prior to the date that the proposed Acquisition Loan is to be requested (i) the name of the Person (the "Target") who is to be acquired or whose assets are to be acquired; (ii) a description of the nature of the Target's business; (iii) copies of the documentation (or substantially final drafts of the documentation) intended to effect the proposed acquisition (the "Purchase Agreements"); (iv) a summary of the terms and conditions of the proposed acquisition; (v) a certificate of the chief financial officer or chief executive officer of the Borrower certifying that no Default exists or could reasonably be expected to occur as a result of the proposed acquisition; and (vi) any other information the Agent may reasonably request.
Acquisition Request. Company shall have provided to the Agent and the Agent have in turn delivered to each Lender at least ten (10) Business Days prior to the date that the proposed Acquisition Facility Loan is to be requested, the following: (i) the name of the Person (the "Target") who is to be acquired or whose assets are to be acquired; (ii) a description of the nature of the Target's business; (iii) copies of the documentation (or substantially final drafts of the documentation) intended to effect the proposed acquisition (the "Acquisition Agreements"); (iv) a summary of the terms and conditions of the proposed acquisition; (v) a certificate of the chief financial officer or chief executive officer of the Company certifying that no Default or Event of Default exists or could reasonably be expected to occur as a result of the proposed acquisition; and (vi) any other information the Agent may reasonably request. In addition, at least ten (10) Business Days prior to the date that the Acquisition Facility Loan is to be requested, the Company and the management of the Target must have been made available to the Agent and the Lenders to answer questions regarding the proposed acquisition and the documentation related thereto.
Acquisition Request. Lessee shall request Lessor to make the Acquisition Advance by delivering to Lessor an irrevocable written request in the form of Exhibit D, appropriately completed (the "Acquisition Request"), which specifies, among other things:
(a) The amount of the Acquisition Advance;
(b) The date of the Acquisition Advance, which shall be a Business Day on or prior to July 15, 1999 (the "Commitment Termination Date");
(c) The portion of the Acquisition Advance to be used to pay the Acquisition Price of the Property; and
(d) The portion of the Acquisition Advance to be used to pay Permitted Transaction Expenses and the Permitted Transaction Expenses so to be paid. Lessee shall deliver the Acquisition Request to Lessor by 11:00 a.m. on the Closing Date by first-class mail or facsimile as required by Subparagraph 2.02(c) and Paragraph 7.01; provided, however, that Lessee shall promptly deliver to Lessor the original of the Acquisition Request if initially delivered by facsimile. The amount set forth in the Acquisition Request shall constitute the Outstanding Lease Amount as of the Closing Date.
Acquisition Request. Lessee shall request Lessor to purchase the Land by delivering to Agent an irrevocable written request in the form of Exhibit E, appropriately completed (the "Acquisition Request"), which specifies, among other things:
(i) The Tract of Land to be purchased;
(ii) The amount of such requested Acquisition Advance, including the amount of the Acquisition Price and the Permitted Transaction Expenses (which may include expenses previously paid by Lessee) included in such Acquisition Advance;
(iii) The date selected by Lessor as the Acquisition Date for such purchase, which shall be, (A) in the case of the Acquisition Advance to purchase the Tract 1 Land (the "Initial Acquisition Advance"), on a Business Day on or prior to May 31, 1998 and (B) in the case of the Acquisition Advance to purchase the Tract 2 Land (the "Tract 2 Acquisition Advance"), on a date that is a Business Day on or prior to July 1, 1999;
(iv) The Portions into which such Advance(s) is (are) to be divided and the Rental Period for each Portion; and
(v) If Lessee has not yet delivered the Plans and Specifications as required by Subparagraph 5.01(h) and any revised Expiration Date Appraisal required by Subparagraph 5.01(h), a Schedule to such Acquisition Request setting forth by reference to Line Items in the Budget the purpose for which each portion of such Advance will be utilized and a reconciliation by Line Items in the Budget of all Advances made prior to the date of such Advance.
Acquisition Request. Lessee shall request Lessor to enter into the Ground Lease and make the Acquisition Advance by delivering to Agent an irrevocable written request in the form of Exhibit E, appropriately completed (the "Acquisition Request"), which specifies, among other things: (i) The date selected by Lessor as the Acquisition Date for the Land, which shall be a date that is a Business Day on or prior to December 31, 1997; and (ii) The amount of the Acquisition Advance, including the amount of the Acquisition Price and the Permitted Transaction Expenses included in such Acquisition Advance. (b) Improvement/Expense Advance Requests. Lessee shall request Lessor to make each Improvement/Expense Advance by delivering to Lessor: (i) An irrevocable written request in the form of Exhibit F, appropriately completed (an "Improvement/Expense Advance Request"), which specifies, among other things: (A) The amount of such Advance, which shall be in the amount of $500,000 or an integral multiple of $100,000 in excess thereof; (B) The date of such Advance, which shall be the first Business Day of a month; and (C) The Permitted Improvement Costs and Permitted Transaction Expenses to be paid by such Advance; and (ii) If the proceeds of such Advance are to be used to purchase Related Goods: (A) A Supplement to Exhibit B to the Lease Agreement in the form of Exhibit B(1) to the Lease Agreement (an "Exhibit B Supplement"), which contains a detailed description of such Related Goods; and (B) Bills of sale for all such Related Goods showing Lessor as the purchaser. Lessee shall not request more than one (1) Improvement/Expense Advance in any calendar month. (c)