Common use of Conduct of Business; Subsidiaries; Acquisitions Clause in Contracts

Conduct of Business; Subsidiaries; Acquisitions. Neither the Borrower nor any of its Subsidiaries shall engage in any business other than the businesses engaged in by the Borrower and its Subsidiaries on the date hereof and any business or activities which are substantially similar, related or incidental thereto or logical extensions thereof. Without the prior written consent of the Required Lenders, the Borrower shall not create, acquire or capitalize any Subsidiary (a "New Subsidiary") after the date hereof unless (i) no Default or Unmatured Default shall have occurred and be continuing or would result therefrom; (ii) after such creation, acquisition or capitalization, all of the representations and warranties contained herein shall be true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation or warranty shall be true and correct as of such date); and (iii) after such creation, acquisition or capitalization, the Borrower and its Subsidiaries shall be in compliance with the terms of Sections 7.2(J) and (K) and Section 7.3(Q). Without the prior written consent of the Required Lenders, the Borrower shall not make any Acquisitions, other than (x) the Acquisition Transactions, (y) the Arlington Acquisition and (z) Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition Transaction, the Arlington Acquisition or other Acquisition complying with the following requirements constituting a "Permitted Acquisition"): no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith; in the case of an Acquisition of Equity Interests of an entity, the Acquisition shall be of at least ninety percent (90%) of the Equity Interests of such entity (provided that the Borrower or its Subsidiaries shall be permitted to purchase any percentage of the Equity Interests of Mandara not owned by the Borrower upon consummation of the Mandara Acquisition, subject to compliance with the remaining provisions of this Section 7.3(G)), and such acquired entity shall be (x) merged with and into the Borrower or any wholly-owned Subsidiary immediately following such Acquisition, with the Borrower or such wholly-owned Subsidiary being the surviving entity following such merger or (y) the results of operations of such entity shall be reported on a consolidated basis with the Borrower and its consolidated Subsidiaries; the purchase is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company's board of directors or comparable governing body (and shareholders, if necessary) prior to the consummation of the Acquisition; and the acquisition documents in respect of which are reasonably satisfactory to the Administrative Agent (including, without limitation, in respect of representations, indemnities and opinions) and the results of due diligence in respect of such purchase are reasonably satisfactory to the Administrative Agent; the purchase price for the Acquisition shall not exceed without the prior written consent of the Required Lenders an amount equal to (a) $2,000,000 per transaction or (b) together with all other Permitted Acquisitions permitted under this Section 7.3(G) (other than the Acquisition Transactions and the Arlington Acquisition) $5,000,000 per calendar year (in each case, including the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments required to be made during the term of this Agreement, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements), and the Borrower and its Subsidiaries shall have complied with all of the requirements of the Collateral Documents in respect thereof; the businesses being acquired shall be substantially similar, related or incidental to the businesses or activities engaged in by the Borrower and its Subsidiaries on the Closing Date; prior to each such Acquisition, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate from one of the Authorized Officers, demonstrating to the reasonable satisfaction of the Administrative Agent that after giving effect to such Acquisition and the incurrence of any Indebtedness permitted by Section 7.3(A) in connection therewith, on a pro forma basis using historical financial statements obtained from the seller(s) (broken down by fiscal quarter in the Borrower's reasonable judgment the amounts from which shall be unadjusted unless adjustments thereto have been approved in writing by the Administrative Agent) in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the Applicable Look-Back Period ending on the last day of the Borrower's most recently completed fiscal quarter, the Borrower would have been in compliance with the financial covenants in Section 7.4 and not otherwise in Default; provided, however, that this clause (vi) shall not apply to any Acquisition if the purchase price therefor does not exceed (a) $500,000 individually or (b) together with all other Permitted Acquisitions permitted under this Section 7.3(G) (other than the Acquisition Transactions and the Arlington Acquisition) during the Applicable Look-Back Period, $1,000,000 (in each case, including the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements).

Conduct of Business; Subsidiaries; Acquisitions. Neither the Borrower nor any of its Subsidiaries the other members of the Borrower Corporate Group shall engage in any business other than the businesses engaged in by the such Borrower and its Subsidiaries or Subsidiary on the date hereof (or on the date of the applicable Acquisition of such Person) and any business or activities which are substantially similar, related or incidental thereto or logical extensions thereofthereto. Without The Borrower shall not engage in any business other than that of a holding company of the prior Capital Stock of the Specified Subsidiaries. AMC shall not engage in any business other than that of a holding company of the Capital Stock of the Borrower and the rendering of services of the type described in the Services Agreement; PROVIDED, HOWEVER, (i) AMC may make equity investments in Good Samaritan Supply Services Inc., a Minnesota corporation and (ii) AMC may issue AMC Subordinated Debt and act as a holding company of the Capital Stock of Subsidiaries other than the Borrower only upon the written consent of the Required LendersAgent, which consent will not be unreasonably withheld. No member of the Borrower Corporate Group shall not create, acquire sell to or capitalize provide services to any Subsidiary (a "New Subsidiary") after the date hereof unless Person that (i) no Default has not obtained or Unmatured Default shall have occurred and be continuing or would result therefrommaintained in good standing all required Health Facility Licenses; (ii) after such creationhas not obtained and maintained Accreditation from JCAHO for its facilities, acquisition or capitalization, all of the representations and warranties contained herein shall be true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation or warranty shall be true and correct as of such date)if applicable; and (iii) after such creationhas not obtained and maintained CHAMPUS Certification (if applicable), acquisition Medicaid Certification and Medicare Certification; or capitalization(iv) has not entered into and maintained in good standing its Provider Agreements. Except in connection with a Permitted Acquisition, neither the Borrower and its Subsidiaries shall be in compliance with the terms of Sections 7.2(J) and (K) and Section 7.3(Q). Without the prior written consent nor any other member of the Required LendersBorrower Corporate Group shall create, capitalize or acquire any Subsidiary after the date hereof. Neither Borrower nor any member of the Borrower Corporate Group shall not make enter into any Acquisitions, other than (x) transaction or series of transactions in which it acquires all or any significant portion of the Acquisition Transactions, (y) the Arlington Acquisition and (z) Acquisitions meeting assets of another Person unless such purchase meets the following requirements or otherwise approved by the Required Lenders (each such Acquisition Transaction, the Arlington Acquisition or other Acquisition complying with the following requirements purchase constituting a "Permitted AcquisitionPERMITTED ACQUISITION"): no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith; in the case of an Acquisition of Equity Interests of an entity, the Acquisition shall be of at least ninety percent (90%) of the Equity Interests of such entity (provided that the Borrower or its Subsidiaries shall be permitted to purchase any percentage of the Equity Interests of Mandara not owned by the Borrower upon consummation of the Mandara Acquisition, subject to compliance with the remaining provisions of this Section 7.3(G)), and such acquired entity shall be (x) merged with and into the Borrower or any wholly-owned Subsidiary immediately following such Acquisition, with the Borrower or such wholly-owned Subsidiary being the surviving entity following such merger or (y) the results of operations of such entity shall be reported on a consolidated basis with the Borrower and its consolidated Subsidiaries; the purchase is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company's board of directors or comparable governing body (and shareholders, if necessary) prior to the consummation of the Acquisition; and the acquisition documents in respect of which are reasonably satisfactory to the Administrative Agent (including, without limitation, in respect of representations, indemnities and opinions) and the results of due diligence in respect of such purchase are reasonably satisfactory to the Administrative Agent; the purchase price for the Acquisition shall not exceed without the prior written consent of the Required Lenders an amount equal to (a) $2,000,000 per transaction or (b) together with all other Permitted Acquisitions permitted under this Section 7.3(G) (other than the Acquisition Transactions and the Arlington Acquisition) $5,000,000 per calendar year (in each case, including the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments required to be made during the term of this Agreement, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements), and the Borrower and its Subsidiaries shall have complied with all of the requirements of the Collateral Documents in respect thereof; the businesses being acquired shall be substantially similar, related or incidental to the businesses or activities engaged in by the Borrower and its Subsidiaries on the Closing Date; prior to each such Acquisition, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate from one of the Authorized Officers, demonstrating to the reasonable satisfaction of the Administrative Agent that after giving effect to such Acquisition and the incurrence of any Indebtedness permitted by Section 7.3(A) in connection therewith, on a pro forma basis using historical financial statements obtained from the seller(s) (broken down by fiscal quarter in the Borrower's reasonable judgment the amounts from which shall be unadjusted unless adjustments thereto have been approved in writing by the Administrative Agent) in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the Applicable Look-Back Period ending on the last day of the Borrower's most recently completed fiscal quarter, the Borrower would have been in compliance with the financial covenants in Section 7.4 and not otherwise in Default; provided, however, that this clause (vi) shall not apply to any Acquisition if the purchase price therefor does not exceed (a) $500,000 individually or (b) together with all other Permitted Acquisitions permitted under this Section 7.3(G) (other than the Acquisition Transactions and the Arlington Acquisition) during the Applicable Look-Back Period, $1,000,000 (in each case, including the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements).):

Conduct of Business; Subsidiaries; Acquisitions. Neither the Borrower nor any of its Subsidiaries shall engage in any business other than the businesses engaged in by the Borrower and or its Subsidiaries on the date hereof and any business or activities which are substantially similar, related or incidental thereto thereto. Holdings shall not engage, either directly or logical extensions thereof. Without indirectly (except through the prior written consent Borrower) in any operating business enterprise but shall solely own the Subordinated Intercompany Indebtedness and the Capital Stock of the Required LendersBorrower and, as permitted by the Borrower following sentence, of the Finance Subsidiary, provided that Holdings may enter into and incur obligations under the BLN Purchase Agreement and the Alliance Sale Agreement. Holdings shall not create, capitalize or acquire or capitalize any Subsidiary (a "New Subsidiary"other than the Borrower) after the date hereof unless (i) no Default hereof, except that Holdings may create and capitalize the Finance Subsidiary under the laws of Delaware for the sole purpose of holding the Subordinated Intercompany Indebtedness, which Holdings may assign to the Finance Subsidiary subject to the Holdings Subordination Agreement, and upon the assignment of which the Finance Subsidiary shall acknowledge and assume the Holdings Subordination Agreement pursuant to documentation satisfactory in form and substance to the Agent. After the Alliance Sale Date, Alliance shall not engage in any business, operations or Unmatured Default activities other than the collection and liquidation of its Receivables, the maintenance of permits and registrations with Governmental Authorities, the ownership of intellectual property and activities incidental to the winding up of its business and operations as conducted prior to the Alliance Sale Date. Neither the Borrower nor Alliance shall have occurred and be continuing create, capitalize or would result therefrom; (ii) acquire any Subsidiary after such creation, acquisition the date hereof. Neither the Borrower nor Alliance shall enter into any transaction or capitalization, series of transactions in which it acquires all or any significant portion of the representations and warranties contained herein shall be true and correct (unless assets of another Person, except such representation and warranty is made as of a specific date, in which case, such representation or warranty shall be true and correct as of such date); and (iii) after such creation, acquisition or capitalization, purchase by the Borrower and its Subsidiaries shall be in compliance with the terms of Sections 7.2(J) and (K) and Section 7.3(Q). Without the prior written consent of the Required Lenders, the Borrower shall not make any Acquisitions, other than (x) the Acquisition Transactions, (y) the Arlington Acquisition and (z) Acquisitions meeting that meets the following requirements or otherwise approved by the Required Lenders (each such Acquisition Transaction, the Arlington Acquisition or other Acquisition complying with the following requirements purchase constituting a "Permitted AcquisitionPERMITTED ACQUISITION"): no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith; in the case of an Acquisition of Equity Interests of an entity, the Acquisition shall be of at least ninety percent (90%) of the Equity Interests of such entity (provided that the Borrower or its Subsidiaries shall be permitted to purchase any percentage of the Equity Interests of Mandara not owned by the Borrower upon consummation of the Mandara Acquisition, subject to compliance with the remaining provisions of this Section 7.3(G)), and such acquired entity shall be (x) merged with and into the Borrower or any wholly-owned Subsidiary immediately following such Acquisition, with the Borrower or such wholly-owned Subsidiary being the surviving entity following such merger or (y) the results of operations of such entity shall be reported on a consolidated basis with the Borrower and its consolidated Subsidiaries; the purchase is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company's board of directors or comparable governing body (and shareholders, if necessary) prior to the consummation of the Acquisition; and the acquisition documents in respect of which are reasonably satisfactory to the Administrative Agent (including, without limitation, in respect of representations, indemnities and opinions) and the results of due diligence in respect of such purchase are reasonably satisfactory to the Administrative Agent; the purchase price for the Acquisition shall not exceed without the prior written consent of the Required Lenders an amount equal to (a) $2,000,000 per transaction or (b) together with all other Permitted Acquisitions permitted under this Section 7.3(G) (other than the Acquisition Transactions and the Arlington Acquisition) $5,000,000 per calendar year (in each case, including the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments required to be made during the term of this Agreement, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements), and the Borrower and its Subsidiaries shall have complied with all of the requirements of the Collateral Documents in respect thereof; the businesses being acquired shall be substantially similar, related or incidental to the businesses or activities engaged in by the Borrower and its Subsidiaries on the Closing Date; prior to each such Acquisition, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate from one of the Authorized Officers, demonstrating to the reasonable satisfaction of the Administrative Agent that after giving effect to such Acquisition and the incurrence of any Indebtedness permitted by Section 7.3(A) in connection therewith, on a pro forma basis using historical financial statements obtained from the seller(s) (broken down by fiscal quarter in the Borrower's reasonable judgment the amounts from which shall be unadjusted unless adjustments thereto have been approved in writing by the Administrative Agent) in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the Applicable Look-Back Period ending on the last day of the Borrower's most recently completed fiscal quarter, the Borrower would have been in compliance with the financial covenants in Section 7.4 and not otherwise in Default; provided, however, that this clause (vi) shall not apply to any Acquisition if the purchase price therefor does not exceed (a) $500,000 individually or (b) together with all other Permitted Acquisitions permitted under this Section 7.3(G) (other than the Acquisition Transactions and the Arlington Acquisition) during the Applicable Look-Back Period, $1,000,000 (in each case, including the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements).):

Conduct of Business; Subsidiaries; Acquisitions. Neither the Borrower nor any of its Subsidiaries shall engage in any business other than the businesses engaged in by the Borrower and its Subsidiaries on the date hereof and any business or activities which are substantially similar, related or incidental thereto or logical extensions thereof. Without the prior written consent of the Required Lenders, the Borrower shall not create, acquire or capitalize any Subsidiary (a "New Subsidiary") after the date hereof unless (i) no Default or Unmatured Default shall have occurred and be continuing or would result therefrom; (ii) after such creation, acquisition or capitalization, all of the representations and warranties contained herein shall be true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation or warranty shall be true and correct as of such date); and (iii) after such creation, acquisition or capitalization, the Borrower and its Subsidiaries shall be in compliance with the terms of Sections 7.2(J) and (K) and Section 7.3(Q). Without the prior written consent of the Required Lenders, the Borrower shall not make any Acquisitions, other than (x) the Acquisition Transactions, (y) the Arlington Acquisition and (z) Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition Transaction, the Arlington Acquisition or other Acquisition complying with the following requirements constituting a "Permitted Acquisition"): no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith; in the case of an Acquisition of Equity Interests of an entity, the Acquisition shall be of at least ninety percent (90%) of the Equity Interests of such entity (provided that the Borrower or its Subsidiaries shall be permitted to purchase any percentage of the Equity Interests of Mandara not owned by the Borrower upon consummation of the Mandara Acquisition, subject to compliance with the remaining provisions of this Section 7.3(G)), and such acquired entity shall be (x) merged with and into the Borrower or any wholly-owned Subsidiary immediately following such Acquisition, with the Borrower or such wholly-owned Subsidiary being the surviving entity following such merger or (y) the results of operations of such entity shall be reported on a consolidated basis with the Borrower and its consolidated Subsidiariesentity; the purchase is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company's board of directors or comparable governing body (and shareholders, if necessary) prior to the consummation of the Acquisition; and the acquisition documents in respect of which are reasonably satisfactory to the Administrative Agent (including, without limitation, in respect of representations, indemnities and opinions) and the results of due diligence in respect of such purchase are reasonably satisfactory to the Administrative Agent; the purchase price for the Acquisition shall not exceed without the prior written consent of the Required Lenders an amount equal to (a) $2,000,000 5,000,000 per transaction or (b) together with all other Permitted Acquisitions permitted under this Section 7.3(G) (other than the Acquisition Transactions and the Arlington Acquisition) $5,000,000 10,000,000 per calendar year (in each case, including the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments required to be made during the term of this Agreement, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements), and the Borrower and its Subsidiaries shall have complied with all of the requirements of the Collateral Loan Documents in respect thereof; the businesses being acquired shall be substantially similar, related or incidental to the businesses or activities engaged in by the Borrower and its Subsidiaries on the Closing Date; prior to each such Acquisition, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate from one of the Authorized Officers, demonstrating to the reasonable satisfaction of the Administrative Agent that after giving effect to such Acquisition and the incurrence of any Indebtedness permitted by Section 7.3(A) in connection therewith, on a pro forma basis using historical financial statements obtained from the seller(s) (broken down by fiscal quarter in the Borrower's reasonable judgment the amounts from which shall be unadjusted unless adjustments thereto have been approved in writing by the Administrative Agent) in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the Applicable Look-Back Period ending on the last day of the Borrower's most recently completed fiscal quarter, the Borrower would have been in compliance with the financial covenants in Section 7.4 and not otherwise in Default; provided, however, that this clause (vi) shall not apply to any Acquisition if the purchase price therefor does not exceed (a) $500,000 1,000,000 individually or (b) together with all other Permitted Acquisitions permitted under this Section 7.3(G) (other than the Acquisition Transactions and the Arlington Acquisition) during the Applicable Look-Back Period, $1,000,000 2,000,000 (in each case, including the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements).

Conduct of Business; Subsidiaries; Acquisitions. Neither the Borrower nor any of its Subsidiaries shall engage in any business other than the businesses engaged in by the Borrower and its Subsidiaries on the date hereof and any business or activities which are substantially similar, related or incidental thereto or logical extensions thereof. Without the prior written consent of the Required Lenders, the Borrower shall not create, acquire or capitalize any Subsidiary (a "New Subsidiary") after the date hereof unless (i) no Default or Unmatured Default shall have occurred and be continuing or would result therefrom; (ii) after such creation, acquisition or capitalization, all of the representations and warranties contained herein shall be true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation or warranty shall be true and correct as of such date); and (iii) after such creation, acquisition or capitalization, the Borrower and its Subsidiaries shall be in compliance with the terms of Sections 7.2(J) and (K) and Section 7.3(Q). Without the prior written consent of the Required Lenders, the Borrower shall not make any Acquisitions, other than (x) the Acquisition Transactions, (y) the Arlington Acquisition and (z) Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition Transaction, the Arlington Acquisition or other Acquisition complying with the following requirements constituting a "Permitted Acquisition"): no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith; in the case of an Acquisition of Equity Interests of an entity, the Acquisition shall be of at least ninety percent (90%) of the Equity Interests of such entity (provided that the Borrower or its Subsidiaries shall be permitted to purchase any percentage of the Equity Interests of Mandara not owned by the Borrower upon consummation of the Mandara Acquisition, subject to compliance with the remaining provisions of this Section 7.3(G)), and such acquired entity shall be (x) merged with and into the Borrower or any wholly-owned Subsidiary immediately following such Acquisition, with the Borrower or such wholly-owned Subsidiary being the surviving entity following such merger or (y) the results of operations of such entity shall be reported on a consolidated basis with the Borrower and its consolidated Subsidiariesentity; the purchase is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company's board of directors or comparable governing body (and shareholders, if necessary) prior to the consummation of the Acquisition; and the acquisition documents in respect of which are reasonably satisfactory to the Administrative Agent (including, without limitation, in respect of representations, indemnities and opinions) and the results of due diligence in respect of such purchase are reasonably satisfactory to the Administrative Agent; the purchase price for the Acquisition shall not exceed without the prior written consent of the Required Lenders an amount equal to (a) $2,000,000 per transaction or (b) together with all other Permitted Acquisitions permitted under this Section 7.3(G) (other than the Acquisition Transactions and the Arlington Acquisition) $5,000,000 per calendar year (in each case, including the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments required to be made during the term of this Agreement, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements), and the Borrower and its Subsidiaries shall have complied with all of the requirements of the Collateral Documents in respect thereof; the businesses being acquired shall be substantially similar, related or incidental to the businesses or activities engaged in by the Borrower and its Subsidiaries on the Closing Date; prior to each such Acquisition, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate from one of the Authorized Officers, demonstrating to the reasonable satisfaction of the Administrative Agent that after giving effect to such Acquisition and the incurrence of any Indebtedness permitted by Section 7.3(A) in connection therewith, on a pro forma basis using historical financial statements obtained from the seller(s) (broken down by fiscal quarter in the Borrower's reasonable judgment the amounts from which shall be unadjusted unless adjustments thereto have been approved in writing by the Administrative Agent) in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the Applicable Look-Back Period ending on the last day of the Borrower's most recently completed fiscal quarter, the Borrower would have been in compliance with the financial covenants in Section 7.4 and not otherwise in Default; provided, however, that this clause (vi) shall not apply to any Acquisition if the purchase price therefor does not exceed (a) $500,000 individually or (b) together with all other Permitted Acquisitions permitted under this Section 7.3(G) (other than the Acquisition Transactions and the Arlington Acquisition) during the Applicable Look-Back Period, $1,000,000 (in each case, including the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements).