Acquisition Financing. (a) Purchasers shall use commercially reasonable efforts to obtain and effectuate the Acquisition Financing on the terms and conditions contemplated by the Commitment Letters. Purchasers shall perform all obligations required to be performed by them in accordance with the terms of the Commitment Letters, and shall use commercially reasonable efforts (including commercially reasonable actions reasonably requested by Seller) to maintain the Commitment Letters in full force and effect through the Closing. Purchasers shall from time to time provide such information to Seller as Seller may reasonably request regarding the status of the Acquisition Financing. Purchasers agree to notify Seller promptly if, at any time prior to the Closing Date, (i) any of the Commitment Letters shall expire or be terminated or replaced for any reason; (ii) any financing source that is a party to a Commitment Letter notifies Purchasers that such source no longer intends to provide financing to Purchasers thereunder; or (iii) for any reason Purchasers no longer believe, in good faith, that they will be able to obtain any of the financing substantially on the terms described in the Commitment Letters. Purchasers shall not, or permit any of their Affiliates to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), take any action or enter into any material transaction, including any merger, acquisition, joint venture, or disposition, that would reasonably be expected to materially impair, delay or prevent the consummation of the financing contemplated by the Commitment Letters. Purchasers shall not amend, alter or replace, or agree to amend, alter or replace, the Commitment Letters in any manner without the prior written consent of Sellers, provided that such consent will not be required if such amendment, alteration, replacement or agreement to amend, alter or replace would not reasonably be expected to materially hinder or delay the Closing. Purchasers shall provide Seller with copies of all Commitment Letters (or modifications thereto) promptly following the execution thereof.
(b) Seller agrees to use its commercially reasonable efforts to provide all cooperation reasonably requested by Purchasers in connection with the Acquisition Financing, including (i) providing and causing its advisors to provide all available information reasonably deemed necessary by Purchasers or the providers of the debt financing portion of the Acquisition...
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. Parent has delivered to the Company true and complete copies of the executed Debt Commitment Letters pursuant to which the Commitment Parties have committed, subject to the terms and conditions set forth therein, to provide the Debt Financing for the purposes of funding, directly or indirectly, a portion of the consideration for the transactions contemplated by this Agreement and related fees and expenses. The Debt Commitment Letters have not been amended, modified or supplemented in any way since the time of their execution. As of the date of this Agreement, other than the termination of the Equity Bridge Commitment Letter from and after the Equity Financing Closing Date, no amendment, modification or supplement is contemplated to be made to any of the Debt Commitment Letters and none of the obligations and commitments contained in the Debt Commitment Letters have been withdrawn, terminated or rescinded in any respect. Except for the fee letters (complete copies of which have been provided to the Company, but redacted as to rates, fee amounts, monetary thresholds or other economic terms (but not as to any conditions precedent) and excluding (x) the engagement letter delivered in connection with the Debt Financing (which engagement letter does not contain any conditions precedent to the funding of the Debt Financing or other terms that would affect the availability or amount of the Debt Financing) and (y) those fee letters that only include administrative agent’s fees and other fees with respect to the Debt Financing, as of the date of this Agreement, there are no Contracts or other agreements, arrangements, side letters or understandings (whether oral or written) or commitments to enter into agreements, arrangements, side letters or understandings (whether oral or written) to which Parent or its Affiliates is a party related to the Debt Financing other than as expressly contained in the Debt Commitment Letters delivered to the Company on or prior to the date hereof. Ultimate Parent, Parent, US Parent or Merger Sub or any of their respective Affiliates has fully paid any and all commitment fees or other fees in connection with the Debt Commitment Letters that are payable on or prior to the date of this Agreement. Assuming that the representations and warranties of the Company set forth in Section 3.01(c)(i) are true and correct in all respects (other than de minimis inaccuracies), the proceeds contemplated by the Debt Commitment Letters, together with othe...
Acquisition Financing. The indebtedness contemplated by the Commitment Letters (or any Substitute Financing) shall be incurred by Newco 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. GreenCoal, Geotec or a third party agree to immediately provide the Initial Operating Capital to Ecotec in an amount up to ten million dollars ($10,000,000) interest free to facilitate, acquisition of one or more Sites, construction of one or more Facilities and acquisition of equipment for operation of such Facilities, with such Initial Operating Capital to be repaid as described herein.
Acquisition Financing. TBeck shall use its best efforts to provide all debt and equity financing needed by the Company in order to accomplish its acquisition strategy.
