Backstop Agreements Sample Clauses

Backstop Agreements. Each Party shall use its commercially reasonable efforts to procure the satisfaction of Section 7.1(d) in respect of the backstop agreements specified in Section 6.12 of the Sellers Disclosure Letter (the “Backstop Agreements”); provided that if any alternative arrangement referenced in Section 7.1(d)(ii) (a) would require Sellers or their Affiliates to make any payment or incur any third-party costs (except if Purchaser agrees to reimburse such payment or costs), (b) would reasonably be expected to require any material clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority which cannot reasonably be expected to be made or procured by Sellers and their Affiliates, or (c) cannot reasonably be achieved within 45 days of the date of this Agreement (which time period, for the avoidance of doubt, includes the time required to make or procure any clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority), then Purchaser shall not pursue such alternative arrangement and shall use its commercially reasonable efforts to procure the satisfaction of Section 7.1(d)(i) in respect of the applicable Backstop Agreement.

Backstop Agreements. Section 6.14

Backstop Agreements. The Company shall not (a) (i) permit any amendment or modification to be made to, (ii) waive (in whole or in part) or (iii) provide consent to modify or waive (including consent to termination, to the extent required), any provision or remedy under the Backstop Agreements or (b) permit any assignment of the Backstop Agreements by the Backstop Investors, other than assignments expressly permitted under an applicable Backstop Agreement (provided that, notwithstanding any such assignment, the assigning Backstop Investor shall remain liable under such Backstop Investor’s Backstop Agreement unless and until the amounts required to be funded pursuant to such Backstop Agreement are actually received by the Company). To the extent the Company is required to consummate the Closing hereunder, the Company and Parent shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Backstop Agreements at the Closing on the terms and subject to the conditions in the Backstop Agreements, including maintaining in effect the Backstop Agreements, and to: (A) satisfy on a timely basis all conditions and covenants applicable to the Company or Parent, as applicable, in the Backstop Agreements, and otherwise comply with its obligations thereunder; (B) if all conditions in the Backstop Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied), have been satisfied, consummate the transactions contemplated by the Backstop Agreements at or prior to the Closing; (C) deliver notices to counterparties to the Backstop Agreements (if any) as required by and in the manner set forth in the Backstop Agreements in order to cause timely funding in advance of the Closing; and (D) enforce the Company’s or Parent’s rights, as applicable, under the Backstop Agreements, subject to the provisions thereof, if all conditions in the Backstop Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, to cause the Backstop Investors to fund the amount set forth in the Backstop Agreements in accordance with their respective terms.

Backstop Agreements. Section 10.1 Sellers’ Bank Account