Permitted Financing. On the Closing Date, the terms of the final, executed documents in connection with the Permitted Financing will not diverge in any material and adverse respect relative to the governance terms included in (i) the drafts of the Permitted Financing documents delivered by Seller to Purchaser on October 28, 2014 and (ii) the Letter of Intent; provided, however, that no change shall be deemed to be material and adverse if it results in a corresponding adjustment to the Base Purchase Price pursuant to Annex II.
Permitted Financing. “Permitted Financing” shall mean any bona fide financing (including any equity financing involving Parent Common Stock (including warrants) or any debt financing, but excluding an equity financing involving Parent Preferred Stock).
Permitted Financing. Tenant shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness with respect to any Facility (or its operations) (“Permitted Financing”) unless (a) such Permitted Financing relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor, (b) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 hereunder, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable requirements under the financial covenants contained in Section 5.15 of this Lease and Section 10 of the Lease Guaranty, (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in form and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”); provided that such Relative Rights Agreement shall not be required to be entered into if the Funded Indebtedness (i) has a principal amount of less than $5,000,000 individually and the aggregate amount of principal for Funded Indebtedness at the time of such incurrence is less than $15,000,000 or (ii) is a Capital Lease, and (d) no Monetary Default or Event of Default exists (or would result therefrom) under this Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Effective Date, Tenant has entered into that certain Term Loan Credit Agreement by and among Ardent Legacy Holdings, Inc., a Delaware corporation, Ardent Legacy Acquisitions, Inc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Term Loan Lenders”), Bank of America, N.A. as sole administrative and collateral agent for the Term Loan Lenders and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a term loan facility in an original pri...
Permitted Financing. (a) Until such time as Parent requests the SEC to accelerate effectiveness of the Registration Statement, Parent shall, upon the request of the Company and subject to applicable securities Laws, execute Permitted Stock Purchase Agreements that would constitute a Permitted Financing and in accordance with Section 7.16(a) of the Parent Disclosure Letter; provided that, other than to the extent reasonably requested by the Company and agreed by Parent (which such agreement shall not be unreasonably withheld, conditioned or delayed), each Permitted Stock Purchase Agreement shall be in substantially the form of the Subscription Agreement. Parent shall provide the Company at least two (2) Business Days’ written notice prior to the execution of each Permitted Stock Purchase Agreement, which such execution shall be subject to the prior consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, to the extent any Permitted Financing is conducted or consummated by Parent, it shall for all purposes under this Agreement be considered as part of the Concurrent PIPE Investment and be offered at the same price per share of Parent Common Stock as the Concurrent PIPE Investment.
Permitted Financing. 34 Section 24.1. FINANCING DURING TERM .................................................34 - ii - Table of Contents (Cont'd) Section 24.2. LESSEE'S CONSENT TO ASSIGNMENT FOR INDEBTEDNESS .......................34 ARTICLE 25 MISCELLANEOUS ........................................................................36 Section 25.1. BINDING EFFECT; SUCCESSORS AND ASSIGNS; SURVIVAL ......................36 Section 25.2. QUIET ENJOYMENT .......................................................36 Section 25.3. NOTICES ...............................................................36 Section 25.4. SEVERABILITY ..........................................................37 Section 25.5. AMENDMENTS, COMPLETE AGREEMENTS .......................................37 Section 25.6. HEADINGS ..............................................................37 Section 25.7. COUNTERPARTS ..........................................................37 Section 25.8. GOVERNING LAW .........................................................37 Section 25.9. MEMORANDUM ............................................................38 Section 25.10. ESTOPPEL CERTIFICATES .................................................38 Section 25.11. EASEMENTS .............................................................38 Section 25.12. NO JOINT VENTURE ......................................................39 Section 25.13. NO ACCORD AND SATISFACTION ............................................39 Section 25.14. NO MERGER .............................................................39 Section 25.15. LESSOR BANKRUPTCY .....................................................39 Section 25.16. NAMING AND SIGNAGE OF THE PROPERTY ....................................39 Section 25.17. EXPENSES ..............................................................39 Section 25.18. INVESTMENTS ...........................................................40 Section 25.19. FURTHER ASSURANCES ....................................................40 Section 25.20. [Intentionally omitted] ...............................................40 Section 25.21. INDEPENDENT COVENANTS .................................................40 Section 25.22. LESSOR EXCULPATION ....................................................40 Section 25.23. REMEDIES CUMULATIVE ...................................................40 Section 25.24. HOLDING OVER ..........................................................41 Section 25.25. SURVIVAL .......................................
Permitted Financing. Tenant understands and agrees that the Mortgage ------------------- and the associated loan from Lender is not "Unpermitted Financing" as that term is defined in the Lease.
Permitted Financing. Seaspan shall have consummated the Permitted Financing as described on Schedule 8.2(e) and the Seller Representative shall have complied with its obligations set forth therein in all material respects.
Permitted Financing. The Company shall use its reasonable best efforts to consummate, prior to the Closing, a Permitted Financing representing at least $15,000,000 in gross proceeds to the Company.
Permitted Financing. Each of the HMDF Parties, on the one hand, and TM, on the other shall cooperate with one another and use their commercially reasonable best efforts to secure the Permitted Financing on or prior to the Closing Date, including by means of involving Xxxxx Xxxxxxx as an additional financial advisor in the event such becomes necessary to ensure the completion of the Permitted Financing. Each of the HMDF Parties shall provide reasonably promptly to TM such information concerning such HMDF Party’s business affairs and financial statements as may reasonably be required to secure the Permitted Financing.
Permitted Financing. 59 Section 24.1.
