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 substantially in 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.
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, 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 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 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, with respect to any Permitted Acquisition, a certificate of a Responsible Officer certifying compliance with the conditions set forth in clauses (x) and (y) of the definition thereof with respect to such Permitted Acquisition, and setting forth (i) which clauses of Section 7.02(f) such Permitted Acquisition is made in reliance on and a calculation in reasonable detail of compliance with any applicable basket amounts in such Section being used to consummate such Permitted Acquisition, (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 Convertible Note Refinancing” means Indebtedness constituting a refinancing or extension of the Convertible Notes that (a) does not have
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 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 or compromise thereof (each party to this Agreement acknowledges and agrees that the sale, securitization or factoring of accounts receivable shall not be a Permitted Transfer under this clause (c)); (d) leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; and (e) the sale or disposition of Cash Equivalents for fair market value. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or 37 206718545