Common use of Acquiror Financing Clause in Contracts

Acquiror Financing. (a) The Acquiror will use commercially reasonable best efforts to take all actions reasonably necessary, proper or advisable to obtain the Financing on the terms and conditions described in the Bridge Loan Agreement, including using commercially reasonable best efforts (i) to maintain in effect the Bridge Loan Agreement in accordance with its terms and subject to the conditions there in and enforce its rights thereunder and (ii) to satisfy (or cause its Subsidiaries to satisfy) on a timely basis (taking into account the expected timing of the Marketing Period) all conditions to obtaining the Financing that are applicable to it as set forth in the Bridge Loan Agreement. In the event that any portion of the Financing becomes unavailable on the terms and conditions set forth in the Bridge Loan Agreement, the Acquiror shall promptly notify the Parent of such unavailability and, to its knowledge, the reason therefor, and the Acquiror shall use its commercially reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) in an amount sufficient, together with its other then available resources, to finance the Cash Consideration and to consummate the transactions contemplated hereby and on conditions to funding that are not materially less favorable, taken as a whole, to the Parent or the Acquiror (in the reasonable judgment of the Acquiror) than the conditions to funding set forth in the Bridge Loan Agreement. The Acquiror shall deliver to the Parent true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the Acquiror with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters may be redacted in a customary manner to remove the fee amounts and other terms that could not reasonably be expected to adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Alternative Financing). The Acquiror shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, or the designation of a subsidiary borrower pursuant to, the Bridge Loan Agreement if such amendment, supplement, modification, waiver or designation of borrower (A) reduces the aggregate amount of the Financing, or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (I) materially delay or prevent the Closing, (II) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur, (III) reduce the aggregate amount of the commitments available under the Bridge Loan Agreement (except pursuant to the terms thereof in connection with any equity or debt offering or asset sale; it being understood that the Acquiror shall not optionally reduce the commitments under the Bridge Loan Agreement to an amount below the amount that is required, together with cash on hand and amounts available to be drawn under the Existing Revolving Credit Agreement, to pay the Cash Consideration, consummate the transactions contemplated by this Agreement and the other Transaction Agreements and satisfy all of the obligations of the Acquiror under this Agreement), (IV) adversely impact the ability of the Acquiror to consummate the transactions contemplated by this Agreement or the likelihood of the Acquiror doing so or (V) adversely impact the ability of the Acquiror to enforce its rights against other parties to the Bridge Loan Agreement or the other definitive agreements relating to the Financing. The Acquiror shall promptly deliver to the Parent copies of any amendment, supplement or other modification of the Bridge Loan Agreement. The Acquiror shall give the Parent prompt written notice of (x) any material breach by any party to the Bridge Loan Agreement of which the Acquiror becomes aware or any termination of the Bridge Loan Agreement, or (y) any material dispute or disagreement between or among the Acquiror, on the one hand, and the Financing Sources on the other hand. If at any time for any reason the Acquiror believes in good faith that it will not be able to obtain all or any portion of the Financing contemplated by the Bridge Loan Agreement, the Acquiror shall deliver prompt written notice to the Parent. The Acquiror shall keep the Parent informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and provide to the Parent copies of all related documents promptly upon the request of the Parent (which may be redacted, if applicable, in a customary manner to remove the fee amounts and other terms that could not reasonably be expected to adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Financing). In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Financing) by or to the Acquiror excuse the Acquiror from performance of any of its obligations hereunder. Notwithstanding anything to the contrary, the obligations of the Acquiror in this Section 5.14(a) relating to the Bridge Credit Agreement (or any Alternative Financing) shall not apply from and after the date on which the Acquiror shall have generated gross proceeds from Financing other than under the Bridge Loan Agreement of at least the aggregate amount of commitments under the Bridge Loan Agreement on the date hereof.

Acquiror Financing. (a) The Acquiror will shall, between the date hereof and the Closing, use commercially reasonable best efforts its Best Efforts to take take, or cause to be taken, all actions reasonably and use its Best Efforts to do, or cause to be done, all things necessary, proper or advisable to obtain (i) maintain in effect the Debt Commitment Letter, and to satisfy the conditions to obtaining the Debt Financing set forth therein that are within Acquiror’s control, (ii) enter into a definitive agreement with respect to the Debt Financing so that such agreement is in effect as promptly as practicable on the terms and conditions contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on other terms acceptable to Acquiror and its lenders, (iii) satisfy on a timely basis all conditions applicable to Acquiror or Merger Sub in such definitive agreements that are within their control, (iv) consummate the Debt Financing on the terms and conditions described in the Bridge Loan Agreement, including using commercially reasonable best efforts (i) Debt Commitment Letter or on other terms acceptable to maintain in effect the Bridge Loan Agreement in accordance with Acquiror and its terms and subject to the conditions there in and enforce its rights thereunder lenders and (iiv) to satisfy (or cause its Subsidiaries to satisfy) on draw a timely basis (taking into account the expected timing sufficient amount of the Marketing Period) all conditions to obtaining the Debt Financing that are applicable to it as set forth in the Bridge Loan Agreement. In the event that any portion of the Financing becomes unavailable on the terms and conditions set forth in the Bridge Loan Agreement, the Acquiror shall promptly notify the Parent of such unavailability and, to its knowledge, the reason therefor, and the Acquiror shall use its commercially reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) in an amount sufficient, together with its other then available resources, to finance the Cash Consideration and to consummate the transactions contemplated hereby and on conditions to funding that are not materially less favorableas soon as it is available. If, taken as a wholenotwithstanding the use of Best Efforts by Acquiror, any portion of the Debt Financing expires, is terminated or otherwise becomes unavailable prior to the Parent Closing, in whole or the Acquiror (in the reasonable judgment of the Acquiror) than the conditions to funding set forth in the Bridge Loan Agreement. The part, for any reason, Acquiror shall deliver to (x) promptly notify the Parent true and complete copies Company of all agreements pursuant to which any such alternative source shall have committed to provide the Acquiror with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters may be redacted in a customary manner to remove the fee amounts and other terms that could not reasonably be expected to adversely affect the conditionality, enforceabilityexpiration, termination or aggregate principal amount of other unavailability and the Alternative Financing). The Acquiror shall not agree reasons therefor and (y) use its Best Efforts to or permitarrange for alternative financing to replace the Debt Financing contemplated by such expired, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, or the designation of a subsidiary borrower pursuant to, the Bridge Loan Agreement if such amendment, supplement, modification, waiver or designation of borrower (A) reduces the aggregate amount of the Financing, or (B) imposes new or additional conditions terminated or otherwise expands, amends unavailable commitments or modifies any of the conditions to the receipt of the Financing agreements in a manner that would reasonably be expected to (I) materially delay or prevent the Closing, (II) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur, (III) reduce the aggregate amount of the commitments available under the Bridge Loan Agreement (except pursuant to the terms thereof in connection with any equity or debt offering or asset sale; it being understood that the Acquiror shall not optionally reduce the commitments under the Bridge Loan Agreement to an amount below the amount that is requiredamount, together with cash on hand and amounts available to be drawn under the Existing Revolving Credit Agreementother funding sources, to pay the Cash Consideration, consummate the transactions contemplated by this Agreement and the other Transaction Agreements and satisfy all of the obligations of the Acquiror under this Agreement), (IV) adversely impact the ability of the Acquiror that is required to consummate the transactions contemplated by this Agreement or the likelihood of the Acquiror doing so or (V) adversely impact the ability of the Acquiror hereby, including using Best Efforts to enforce its rights against other parties to the Bridge Loan Agreement or the other enter into definitive agreements relating to the Financing. The with respect thereto; provided, that Acquiror and Merger Sub shall promptly deliver to the Parent copies of any amendment, supplement or other modification of the Bridge Loan Agreement. The Acquiror shall give the Parent prompt written notice of (x) any material breach by any party to the Bridge Loan Agreement of which the Acquiror becomes aware or any termination of the Bridge Loan Agreement, or (y) any material dispute or disagreement between or among the Acquiror, on the one hand, and the Financing Sources on the other hand. If at any time for any reason the Acquiror believes in good faith that it will not be able required to obtain all arrange or agree to any portion of such alternative financing on terms which are materially less favorable to those set forth in the Financing contemplated Debt Commitment Letter (as reasonably determined by the Bridge Loan Agreement, the Acquiror shall deliver prompt written notice to the ParentAcquiror). The Acquiror shall keep the Parent Company reasonably informed on a reasonably current basis in reasonable detail of the status of its of, and any material developments relating to, Acquiror’s efforts to arrange the Debt Financing and provide to the Parent copies of all related documents promptly upon the request of the Parent (which may be redacted, if applicable, in a customary manner to remove the fee amounts and other terms that could not reasonably be expected to adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Financing). In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Financing) by or to the Acquiror excuse the Acquiror from performance of any of its obligations hereunder. Notwithstanding anything to the contrary, the obligations of the Acquiror in this Section 5.14(a) relating to the Bridge Credit Agreement (or any Alternative Financing) shall not apply from and after the date on which the Acquiror shall have generated gross proceeds from Financing other than under the Bridge Loan Agreement of at least the aggregate amount of commitments under the Bridge Loan Agreement on the date hereofreplacement thereof).

Acquiror Financing. Acquiror shall use its reasonable best efforts to, prior to the Initial Closing, consummate the Acquiror Financing. Acquiror shall (a) The keep GE apprised of all material developments in respect of the Acquiror will use commercially reasonable best efforts to take Financing, and (b) promptly provide GE with copies of all actions reasonably necessary, proper drafts of documents or advisable to obtain the Financing on the terms and conditions described in the Bridge Loan Agreement, other material correspondence with third parties (including using commercially reasonable best efforts (iGovernmental Authorities) to maintain in effect the Bridge Loan Agreement in accordance with its terms and subject related to the conditions there in Acquiror Financing. GE shall, and enforce its rights thereunder and (ii) to satisfy (or shall cause its Subsidiaries and its and their respective Representatives to, assist Acquiror in connection with the Acquiror Financing. Such assistance shall include the preparation of such audited and unaudited historical financial statements for the Business and such other financial information for the Business to satisfyenable Acquiror to prepare pro forma financial statements, in each case as would be required under Regulation S-X (including Item 3-05 and Article 11 thereof) on if the Acquiror Financing were registered under the Securities Act or as otherwise required by applicable stock exchange rules or applicable law (including, without limitation, the EU Prospectus Directive and Prospectus Regulation) and a timely basis reverse reconciliation of financial information for the Business to Swiss GAAP FER to enable the Acquiror to prepare pro forma financial statements (taking into account collectively, the expected timing “Business Financial Information”) and making available documents and information of the Marketing PeriodPolaris Companies and the Transferred Assets for use in offering memoranda, private placement memoranda, prospectuses and similar offering documents (such documents and information, the “Other Business Information”), all at the expense of Acquiror, and participation in meetings, due diligence sessions, road shows and rating agency presentations, and requesting comfort letters of accountants and opinions of counsel, in each case as may be reasonably requested by Acquiror. GE also shall, and shall cause its Subsidiaries and its and their respective Representatives to, provide Acquiror with such Business Financial Information and Other Business Information as may be reasonably requested by Acquiror and shall request an accountants’ comfort letter in connection with the arrangement by Acquiror of any other financing to be consummated prior to or contemporaneously with the Initial Closing, any refinancing or replacement of any existing, or the arrangement of any new, facility for Indebtedness of the Polaris Companies, or the commencement of any tender offer and/or consent solicitation (subject to consummation of the transactions contemplated hereby) all conditions with respect to obtaining any outstanding notes or bonds related to the Financing that are applicable Business. Notwithstanding the foregoing, nothing in this Section 7.13 shall require GE or any of its Affiliates, including the Acquired Subsidiaries and the Transferors, to modify its business plans or otherwise alter in any material respect the manner in which it as set forth in the Bridge Loan Agreementconducts its business. In the event that any portion of the Financing becomes unavailable on the terms and conditions set forth in the Bridge Loan Agreement, the document prepared by Acquiror shall promptly notify the Parent of such unavailability and, to or its knowledge, the reason therefor, and the Acquiror shall use its commercially reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) in an amount sufficient, together with its other then available resources, to finance the Cash Consideration and to consummate the transactions contemplated hereby and on conditions to funding that are not materially less favorable, taken as a whole, to the Parent or the Acquiror (in the reasonable judgment of the Acquiror) than the conditions to funding set forth in the Bridge Loan Agreement. The Acquiror shall deliver to the Parent true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the Acquiror with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters may be redacted in a customary manner to remove the fee amounts and other terms that could not reasonably be expected to adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Alternative Financing). The Acquiror shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, or the designation of a subsidiary borrower pursuant to, the Bridge Loan Agreement if such amendment, supplement, modification, waiver or designation of borrower (A) reduces the aggregate amount of the Financing, or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (I) materially delay or prevent the Closing, (II) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur, (III) reduce the aggregate amount of the commitments available under the Bridge Loan Agreement (except pursuant to the terms thereof Representatives in connection with any equity such financing contains a description of GE or debt offering its business (other than the Business) or asset sale; it being understood that the Acquiror shall not optionally reduce the commitments under the Bridge Loan Agreement to an amount below the amount that is required, together with cash on hand and amounts available to be drawn under the Existing Revolving Credit Agreement, to pay the Cash Consideration, consummate the transactions contemplated by this Agreement Agreement, Acquiror shall (i) give GE a reasonable opportunity to review and comment on such description and (ii) reflect in such documents all comments reasonably proposed by GE that relate to GE, the other Transaction Agreements and satisfy all of the obligations of the Acquiror under this Agreement), (IV) adversely impact the ability of the Acquiror to consummate Polaris Companies or the transactions contemplated by this Agreement Agreement. Acquiror shall reimburse GE and its Subsidiaries for their reasonable documented out-of-pocket costs and expenses incurred in connection with providing any assistance with financing matters as contemplated by this Section 7.13. GE shall, and shall cause its Subsidiaries and its and their respective Representatives to, prepare the Business Financial Information and the Other Business Information in good faith and with the same degree of care that GE would use in a financing for its own account. Acquiror hereby agrees to indemnify and hold harmless GE and its Affiliates from any third party claims arising from any misstatement or the likelihood omission or alleged misstatement or omission in any offering document in respect of any of such financing; provided that GE hereby agrees to indemnify and hold harmless Acquiror and its affiliates from any third party claims arising from any misstatement or omission or alleged misstatement or omission made in reliance upon and in conformity with written information furnished to Acquiror by GE expressly for use in any offering document in respect of the Acquiror doing so or (V) adversely impact the ability of the Acquiror to enforce its rights against other parties to the Bridge Loan Agreement or the other definitive agreements relating to the Financing. The Acquiror shall promptly deliver to the Parent copies of any amendment, supplement or other modification of the Bridge Loan Agreement. The Acquiror shall give the Parent prompt written notice of (x) any material breach by any party to the Bridge Loan Agreement of which the Acquiror becomes aware or any termination of the Bridge Loan Agreement, or (y) any material dispute or disagreement between or among the Acquiror, on the one hand, and the Financing Sources on the other hand. If at any time for any reason the Acquiror believes in good faith that it will not be able to obtain all or any portion of the Financing contemplated by the Bridge Loan Agreement, the Acquiror shall deliver prompt written notice to the Parent. The Acquiror shall keep the Parent informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and provide to the Parent copies of all related documents promptly upon the request of the Parent (which may be redacted, if applicable, in a customary manner to remove the fee amounts and other terms that could not reasonably be expected to adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Financing). In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Financing) by or to the Acquiror excuse the Acquiror from performance of any of its obligations hereunder. Notwithstanding anything to the contrary, the obligations of the Acquiror in this Section 5.14(a) relating to the Bridge Credit Agreement (or any Alternative Financing) shall not apply from and after the date on which the Acquiror shall have generated gross proceeds from Financing other than under the Bridge Loan Agreement of at least the aggregate amount of commitments under the Bridge Loan Agreement on the date hereof.