OR SUCH OTHER LINES
OF BUSINESSES AS MAY BE CONSENTED TO BY BANK;
(VI)
THE ASSETS SUBJECT TO SUCH ACQUISITION SHALL NOT BE INCLUDED IN
THE CALCULATION OF THE BORROWING BASE AMOUNT UNTIL BANK HAS COMPLETED AN AUDIT
AND/OR FIELD EXAM WITH RESPECT TO SUCH ASSETS WHICH IS SATISFACTORY TO BANK;
(VII)
IF SUCH ACQUISITION IS STRUCTURED AS A PURCHASE OF EQUITY
INTERESTS BY INFOLOGIX, ALL OF THE EQUITY INTERESTS ACQUIRED OR OTHERWISE ISSUED
BY SUCH PERSON IN CONNECTION WITH SUCH ACQUISITION SHALL BE OWNED 100% BY
INFOLOGIX;
(VIII)
IF SUCH ACQUISITION IS STRUCTURED AS A PURCHASE OF EQUITY
INTERESTS BY INFOLOGIX, THE PERSON ACQUIRED SHALL (A) HAVE JOINED THIS AGREEMENT
AS A BORROWER AND SHALL HAVE EXECUTED SUCH DOCUMENTATION IN CONNECTION THEREWITH
AS MAY BE REQUIRED BY BANK AND (B) BE DEEMED TO HAVE MADE AND JOINED IN ALL OF
THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT AND
EACH OF THE OTHER LOAN DOCUMENTS, ALL OF WHICH SHALL BE TRUE AND CORRECT FOR
SUCH PERSON ON AND AS OF THE DATE OF SUCH ACQUISITION AND AT ALL TIMES
THEREAFTER;
(IX)
IF SUCH ACQUISITION IS STRUCTURED AS A PURCHASE OF EQUITY
INTERESTS BY INFOLOGIX, INFOLOGIX SHALL HAVE DELIVERED TO BANK (A) AN ASSIGNMENT
OF AND SECURITY INTEREST IN SUCH EQUITY INTERESTS AND (B) THE ORIGINAL
CERTIFICATES THEREFORE AND BLANK STOCK POWERS WITH RESPECT THERETO;
(X)
WITHIN TEN (10) DAYS OF THE CLOSING OF SUCH ACQUISITION,
INFOLOGIX SHALL HAVE DELIVERED TO BANK EXECUTED COPIES OF ALL MATERIAL DOCUMENTS
AND AGREEMENTS IN CONNECTION WITH SUCH ACQUISITION.
(C)
AS USED HEREIN, THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING
MEANINGS:
(I)
"ACQUISITION CONSIDERATION" MEANS THE PURCHASE CONSIDERATION FOR
ANY PERMITTED ACQUISITION AND ALL OTHER PAYMENTS BY INFOLOGIX IN EXCHANGE FOR,
OR AS PART OF, OR IN CONNECTION WITH, THE AGGREGATE CONSIDERATION FOR ANY
PERMITTED ACQUISITION (INCLUDING, WITHOUT LIMITATION, ANY INDEBTEDNESS ASSUMED
BY INFOLOGIX), WHETHER PAID IN CASH OR BY EXCHANGE OF PROPERTIES OR OTHERWISE
AND WHETHER PAYABLE AT OR PRIOR TO THE CONSUMMATION OF SUCH PERMITTED
ACQUISITION OR DEFERRED FOR PAYMENT AT ANY FUTURE TIME, WHETHER OR NOT ANY SUCH
FUTURE PAYMENT IS SUBJECT TO THE OCCURRENCE OF ANY CONTINGENCY, AND INCLUDES ANY
AND ALL PAYMENTS REPRESENTING THE PURCHASE PRICE AND ANY INCURRENCE OR
ASSUMPTION OF INDEBTEDNESS, "EARN-OUTS" AND OTHER SIMILAR AGREEMENTS TO MAKE ANY
PAYMENT THE AMOUNT OF WHICH IS, OR THE TERMS OF PAYMENT OF WHICH ARE, IN ANY
RESPECT SUBJECT TO OR CONTINGENT UPON THE REVENUES, INCOME, CASH FLOW OR PROFITS
(OR THE LIKE) OF ANY PERSON OR BUSINESS ACQUIRED IN SUCH PERMITTED ACQUISITION.
(II)
"NET CASH POSITION" MEANS, AS OF ANY DATE, CASH AND CASH
EQUIVALENTS OF INFOLOGIX ON SUCH DATE (SPECIFICALLY EXCLUDING ANY DEPOSIT
ACCOUNTS, CERTIFICATES OF DEPOSIT OR OTHER SIMILAR ITEMS MAINTAINED WITH A
FINANCIAL INSTITUTION OTHER THAN BANK UNLESS BANK HAS RECEIVED A SATISFACTORY
CONTROL AGREEMENT WITH RESPECT TO SUCH ACCOUNT OR OTHERWISE OBTAINED A FIRST
PRIORITY PERFECTED SECURITY INTEREST IN SUCH ACCOUNT OR CERTIFICATE OF DEPOSIT),
MINUS OUTSTANDING LINE ADVANCES ON SUCH DATE.