Acquisition Financing. The Acquisition Financing shall have been obtained, and Buyer shall have been advanced funds by its lender in an amount sufficient to pay the amounts required pursuant to Section 2.02(a), below.
Acquisition Financing. Purchaser shall have received the proceeds of the financings contemplated in the Commitment Letter, or proceeds from other financing with respect to the Acquisition which are satisfactory to Purchaser, in an aggregate amount of at least $650,000,000.
Acquisition Financing. Borrower and Bank acknowledge and agree that Borrower is considering acquiring one or more entities or assets (the "Potential Acquisitions") prior to the end of the Facility Period. Borrower has indicated to Bank that it may seek to finance all or portions of any such Potential Acquisitions with Bank (the "Acquisition Financing"). Bank agrees that in the event that Bank is unwilling to provide to Borrower the Acquisition Financing with respect to any Potential Acquisition proposed by Borrower during the Facility Period, on terms reasonably acceptable to Borrower and Borrower elects to terminate the Loan Agreement solely as a result of same, Bank will agree to waive the Early Termination Fee and will refund a pro-rata portion of the Modification Fee, up to $10,000, based upon the date of termination (for example, termination after one year (August 22, 2004) would result in a $7,500.00 refund of the Modification Fee and termination after 23 months (July 22, 2005) would result in a $625.00 refund of the Modification Fee). Nothing contained herein shall be deemed to waive any rights Bank has to consent to any such Potential Acquisition which is otherwise prohibited by the terms of the Loan Agreement.
Acquisition Financing. The Purchaser shall have obtained financing for the acquisition of the Transferred Receivables upon terms and conditions satisfactory to the Purchaser in its sole discretion.
Acquisition Financing. For purposes of the YMCA’s acquisition of a fee interest in a portion of the Site, the Agency proposes to consider providing market rate financing for the YMCA’s cost of acquisition. Such financing shall set forth a definitive interest rate, amortization schedule, and an early pay off provision. The Parties shall also consider a pre-determined offset to annual debt service based on quantifiable community services provided by the YMCA.
Acquisition Financing. Sellers agree to provide, and shall cause its subsidiaries and the Sold Companies and Subsidiaries and their respective representatives to provide, all cooperation reasonably necessary in connection with the arrangement of the Acquisition Financing, including (i) participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, road shows and sessions with rating agencies, (ii) preparation of business projections, financial statements, offering memoranda, private placement memoranda, prospectuses and similar documents and (iii) execution and delivery of any underwriting or placement agreements, pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates or documents, including a certificate of the chief financial officers of Sellers and/or the Business with respect to solvency matters and legal opinions as may be reasonably requested by Buyer, provided that the documents so executed and delivered provide that they are not effective until the Closing. Seller shall take such further action as may be required to cause Ernst & Young LLP, the independent auditors of the Business and the Sold Companies and Subsidiaries, to provide any unqualified opinions, consents or customary comfort letters with respect to the Financial Statements. Sellers agree to allow Buyer's accounting representatives the opportunity to review the Financial Statements and to allow such representatives access to the Sold Companies' and Subsidiaries' and the Business' supporting documentation with respect to the preparation of the Financial Statements and the independent auditors' working papers relating to procedures performed relating to the Financial Statements.
Acquisition Financing. The indebtedness contemplated by the Commitment Letters (or any Substitute Financing) shall be incurred by HTI Acquisition at or prior to the Effective Time.
Acquisition Financing. Seller agrees to provide, and to cause its Subsidiaries and the Acquired Companies to provide, reasonable cooperation in connection with the arrangement of the Acquisition Financing, including (a) participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, road shows and sessions with rating agencies and (b) providing reasonable assistance with the preparation of business projections, financial statements, offering memoranda, private placement memoranda, prospectuses and similar documents. Seller shall provide its reasonable cooperation in connection with seeking from PricewaterhouseCoopers, the independent auditors of the Business and the Acquired Companies, any unqualified opinions, consents or customary comfort letters with respect to the financial statements contained in the private placement memoranda or prospectuses in connection with the arrangement of the Acquisition Financing. Seller agrees to allow Purchaser's accounting representatives the opportunity to review such financial statements in draft form and to allow such representatives access to the Acquired Companies and the Business' supporting documentation with respect to the preparation of such financial statements and the independent auditors' working papers relating to the procedures performed relating to such financial statements; provided that, upon the earlier of Closing or the termination of this Agreement pursuant to Section 13.1(c) (in respect of a breach of this Section) or 13.1(d) (as a result of the failure of the Closing to occur solely as a result of the failure of the condition set forth in Section 8.6), Purchaser shall reimburse Seller up to an amount equal to U.S.$300,000 of the costs and expenses, including costs of accountants, in connection with the preparation of any financial statements used in connection with the arrangement of the Acquisition Financing.
Acquisition Financing. Without limiting the generality of Section 6.10 or Section 7.5(b):
Acquisition Financing. ATS shall have obtained third party financing in an amount and on terms that are acceptable in all respects to ATS, in its sole and absolute discretion.
