Permitted Acquisition Certificate definition
Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent.
Permitted Acquisition Certificate means a certificate of the Borrower substantially in the form of Exhibit K.
Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative
Examples of Permitted Acquisition Certificate in a sentence
A duly executed and completed Permitted Acquisition Certificate substantially in the form of Exhibit I to the Loan Agreement with appropriate revisions to give effect to the waivers set forth herein.
Amounts borrowed under this subsection 2.01(b) shall be for the amount of cash paid in connection with any Permitted Acquisition plus reasonable transaction fees and expenses itemized by the Company in the Permitted Acquisition Certificate, as required under Section 5.02(a), such fees and expenses to be paid at the closing of the Permitted Acquisition or within 30 days thereafter.
Borrower has requested that Administrative Agent and Lenders waive the receipt of the Permitted Acquisition Certificate and final financial statements and financial calculations regarding the Gradall Acquisition, each in form and substance acceptable to Administrative Agent and Lenders, for a period of thirty (30) days from the date of this Amendment.
More Definitions of Permitted Acquisition Certificate
Permitted Acquisition Certificate means a certificate in substantially the form set forth on Schedule 5.2(g).
Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent. “Permitted Liens” has the meaning set forth in Section 7.01.
Permitted Acquisition Certificate means, with respect to any Permitted Acquisition, a certificate of a Responsible Officer certifying compliance with the conditions set forth in clause (i) of the definition thereof with respect to such Permitted Acquisition, and setting forth (i) a calculation in reasonable detail of compliance with any applicable basket amounts in Section 7.02(f), (ii) at the Borrower’s option, any one-time payments contemplated to be made at the time of the consummation of such Permitted Acquisition, and (iii) at the Borrower’s option, synergies or cost reductions as reasonably estimated by the Borrower in good faith and on the basis of reasonable assumptions to be realized within 12 months of the date of consummation of such Permitted Acquisition.
Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent. “Permitted Liens” has the meaning set forth in Section 7.01. “Permitted Non-Recourse Receivables Financing” means (x) the Receivables Purchase Agreement, and (y) any other transaction or transactions whereby the Company or a Loan Party enters into a receivables purchase, factoring or other similar facilities and, in each case: (a) the Administrative Agent and the Lenders shall have received not less than ten (10) days (or such shorter period as the Administrative Agent may agree) prior notice of the intended consummation of such facility; (b) the aggregate principal amount of all such facilities, taken together, shall not exceed, at the time of incurrence of each such facility, the greater of (x) $50,000,000 and (y) 50% of Consolidated EBITDA for the then-most recently ended period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable (c) such transaction shall be without recourse to the Company or such Loan Party other than customary recourse terms provided for in the applicable documentation (and solely in connection with the customary representations made with respect to the applicable Accounts or drafts/bills of exchange); (d) any discount rate applicable to such transaction shall be reasonable and customary based on market terms at such time; and (e) prior to, or after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. “Permitted Transfers” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any Subsidiary; provided that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (c) Dispositions of accounts receivable in connection with the collection, settlement or compromise thereof; (d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Company and its Subsidiaries; (e) the sale or disposition of Cash Equivalents for fair market value, (f) Dispositions of
Permitted Acquisition Certificate means a certificate in substantially the form of E xhibit F or any other form approved by the Administrative Agent.
Permitted Acquisition Certificate means a certificate substantially in the form of Exhibit G, or any other form approved by the Administrative Agent. “Permitted Encumbrances” means: (a) Liens imposed by law for Taxes that are not yet delinquent or are being contested in compliance with Section 5.04 and Liens for unpaid utility charges; (b) carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days (or if more than sixty (60) days overdue, are unfiled and no other action has been taken to enforce such Liens) or are being contested in compliance with Section 5.04; (c) pledges and deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security or retirement benefits laws, to secure liability to insurance carriers under insurance or self-insurance arrangements or regulations or employment laws or to secure other public, statutory or regulatory obligations; (d) pledges and deposits to secure the performance of bids, trade contracts, government contracts, leases, statutory obligations, customer deposits and advances, surety, customs and appeal bonds, performance and completion bonds and other obligations of a like nature, in each case in the ordinary course of business, and Liens to secure letters of credit or bank guarantees supporting any of the foregoing; (e) judgment Liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k) or Liens securing appeal or surety bonds related to such judgments; (f) easements, zoning restrictions, rights-of-way, minor defects or irregularities in title and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower and its Subsidiaries, taken as a whole; (g) leases, licenses, subleases or sublicenses granted (i) to other Persons not materially interfering with the conduct of business of the Borrower and its Subsidiaries, taken as a whole, (ii) between or among any of the Borrower or any of its Subsidiaries or (iii) granted to other Persons and permitted under Section 6.04; (h) banker’s liens, rights of setoff or similar rights and remedies as to deposit a...
Permitted Acquisition Certificate means a Permitted Acquisition Certificate substantially in the form of Exhibit I.