Permitted Acquisitions and Permitted Joint Ventures Sample Clauses

Permitted Acquisitions and Permitted Joint Ventures amend the credit agreement (i) to delete paragraphs (b)(i) and (b)(ii) of each of the definition of Permitted Acquisition and the definition of Permitted Joint Venture and to add a condition that the business of the acquired entity or the business acquired, as the case may be, is substantially of the same nature as that set out in the definition of Business, (ii) increase the de minimis threshold in paragraph (b)(iv) of each of the definition of Permitted Acquisition and the definition of Permitted Joint Venture to refer to €250,000,000 as the threshold amount rather than €40,000,000 (but excluding from the Acquisition Cost for these purposes any consideration to be paid in cash other than the proceeds of a Utilisation of an Additional Facility or any other incurrence of debt that ranks pari passu in right of payment with the Facilities under the Intercreditor Agreement as amended) and to extend the period of time for UPC Broadband to deliver the relevant certificate to the Facility Agent from 15 to 60 days and (iii) delete Clause 4.4 (Deferred Acquisition Costs).
Sample 1
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Permitted Acquisitions and Permitted Joint Ventures amend the credit agreement (i) to delete paragraphs (b)(i) and (b)(ii) of each of the definition of Permitted Acquisition and the definition of Permitted Joint Venture and to add a condition that the business of the acquired entity or the business acquired, as the case may be, is substantially of the same nature as that set out in the definition of Business, (ii) increase the de minimis threshold in paragraph (b)(iv) of each of the definition of Permitted Acquisition and the definition of Permitted Joint Venture to refer to €250,000,000 as the threshold amount rather than €40,000,000 (but excluding from the Acquisition Cost for these purposes any consideration to be paid in cash other than the proceeds of a Utilisation of an Additional Facility or any other incurrence of debt that ranks pari passu in right of payment with the Facilities under the Intercreditor Agreement as amended) and to extend the period of time for UPC Broadband to deliver the relevant certificate to the Facility Agent from 15 to 60 days and (iii) delete Clause 4.4 (Deferred Acquisition Costs). SIGNATORIES Facility Agent and Security Agent THE BANK OF NOVA SCOTIA as Facility Agent By: Authorized Signatory Head of Credit Risk Control Authorized Signatory Manager, Credit Risk Control THE BANK OF NOVA SCOTIA as Security Agent By: Authorized Signatory Head of Credit Risk Control Authorized Signatory Manager, Credit Risk Control (Signature Page to AM Accession Agreement) Company UPC BROADBAND HOLDING B.V By: Authorized Signatory By: Authorized Signatory (Signature Page to AM Accession Agreement) Borrower UPC FINANCING PARTNERSHIP By: Authorized Signatory By: Authorized Signatory (Signature Page to AM Accession Agreement) Additional Facility AM Lenders ABN AMRO BANK N.V. By: Authorized Signatory Director By: Authorized Signatory (Signature Page to AM Accession Agreement) BANK OF AMERICA, N.A., LONDON BRANCH By: Authorized Signatory 0 Xxxx Xxxxxx Xx. London, EC1A 1HQ By: BARCLAYS BANK PLC By: Authorized Signatory Director By: (Signature Page to AM Accession Agreement) BNP PARIBAS FORTIS SA/NV By: Authorized Signatory Head of Media & Telecom Finance (Paris & Bruxelles) By: Authorized Signatory Head of Media & Telecom Fnance (Signature Page to AM Accession Agreement) CITIBANK N.A., LONDON By: Authorized Signatory Managing Director By: (Signature Page to AM Accession Agreement) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: Authorized Signatory By: Authorized Signatory (Signature Page to AM Ac...
Sample 1

Related to Permitted Acquisitions and Permitted Joint Ventures

  • Permitted Acquisitions (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).

  • Investments and Acquisitions The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Loans, Acquisitions and Guaranties (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.

  • Investments; Joint Ventures Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

  • Acquisitions and Investments The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Subsidiary Indebtedness The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:

  • DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of June 11, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of June 11, 2003 between Borrower and Bank, as amended from time to time (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

  • Investments, Acquisitions, Loans and Advances The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, make, retain or have outstanding any investments (whether through purchase of stock or obligations or otherwise) in, or loans or advances to (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or acquire all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent:

  • Existing Indebtedness (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company as of March 31, 2014 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company. The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company and no event or condition exists with respect to any Indebtedness of the Company the outstanding principal amount of which exceeds $5,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

  • Dispositions of Assets or Subsidiaries Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except:

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