Buyer Financing. Seller acknowledges that Buyer may undertake an equity and/or debt financing (the “Financing”), the proceeds of which may be used to fund all or a portion of the Purchase Price. Seller agrees that it shall use its commercially reasonable efforts to cooperate with Buyer’s efforts to secure the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Business or Seller or its Subsidiaries), including (a) using commercially reasonable efforts to deliver (i) an unaudited balance sheet for the Business as of June 30, 2011 and the related statement of operations and cash flow for the six months ended June 30, 2011 and (ii) the statement of operations and cash flow for the six months ended June 30, 2010 (collectively, the “Interim Financial Statements”), (b) using commercially reasonable efforts to cause its independent auditors to deliver customary “comfort letters” in connection with the Financing, which comfort letters shall comply with the requirements of PCAOB AU Section 634 and cover such periods as are addressed by the Business Financial Statements and the Interim Financial Statements and are required under Regulation S-X to be included in a registration statement for a Financing registered with the Securities and Exchange Commission, together with negative assurance for any subsequent partial period for which the applicable financial information for the Business is available to the extent such partial period is within 135 days of the date of the latest audited or reviewed financial statements for the Business, and (c), if requested by Buyer, providing such information to the underwriters, initial purchasers, lenders or other financing parties in any such proposed Financing as may be reasonably requested in connection with such parties’ due diligence investigation of the Business, including permitting Buyer’s lenders or their agents to conduct an on-site evaluation of the Hydrocarbon Inventory of the Business (provided that any such evaluation of the Hydrocarbon Inventory shall not have any effect on, and shall not be used in connection with, the determination of the Inventory Value or any other matter that is the subject of Section 2.08). Buyer shall promptly, upon request by Seller from time to time, reimburse Seller for the reasonable, documented out-of-pocket costs incurred by Seller or any of its Subsidiaries in connection with such cooperation (including reasonable attorneys’ and accountan...
Buyer Financing. The obligation of Buyer to close the transaction contemplated by this Agreement is contingent upon the closing of a mortgage loan secured by the Property from Buyer's lender of choice on terms satisfactory to Buyer in Buyer's sole and absolute discretion (the "Buyer Financing"). Without limiting the foregoing, so long as this Agreement remains in effect, Buyer, at its expense, shall use commercially reasonable efforts to obtain a commitment for the Buyer Financing and to satisfy the closing conditions of the Buyer Financing applicable to Buyer. Buyer shall be responsible for any costs, fees or expenses arising out of the Buyer Financing. Buyer may terminate this Agreement at any time prior to the Closing Date due to the actual or anticipated failure to close the Buyer Financing by delivering written notice thereof to Seller, in which case this Agreement will terminate and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement).
Buyer Financing. Buyer shall have provided a financing commitment sufficient to finance the construction of the Project, reasonably satisfactory to Seller.
Buyer Financing. If the Buyer is relying upon a new mortgage to finance the Purchase Price the Buyer, while still required to pay the Purchase Price on completion date, may wait to pay the Purchase Price to the Seller until after the transfer and new mortgage documents have been lodged for registration in the appropriate Land Title Office, but only if before such lodging, the Buyer has: (a) made available for tender to the Seller that portion of the Purchase Price not secured by the new mortgage, and (b) fulfilled all the new Mortgagee's conditions for funding except lodging the mortgage for registration, and (c) made available to the Seller, A Lawyer's or Notary's undertaking to pay the Purchase Price upon the lodging of the transfer and new mortgage documents and the advance by the mortgagee of the mortgage proceeds pursuant to the Canadian Bar Association (BC Branch) (Real Property Section) standard undertakings (the “CBA Standard Undertakings”).
Buyer Financing. Buyer has, or prior to Closing will have, sufficient funds to enable it to pay the consideration required to be paid by Buyer pursuant to Article I and to perform its obligations hereunder.
Buyer Financing. Buyer shall use commercially reasonable efforts to obtain financing for the purchase of the Properties on terms and conditions in the aggregate reasonably satisfactory to Buyer (the “Buyer Financing”). Upon request of Buyer, each Seller shall provide reasonable cooperation and assistance to Buyer in connection with the arrangement of the Buyer Financing; provided that such requested cooperation and assistance does not unreasonably interfere with the ongoing business of such Seller.
Buyer Financing. (a) Buyer shall keep Sellers informed on a prompt basis with respect to all material activity concerning the status of the Xxxxxxx Coinsurance Arrangement and the Wilton Coinsurance Arrangement, and shall give Sellers prompt written notice of any material change from the most recent drafts of the coinsurance agreements with respect to such arrangements made available to Sellers prior to the date hereof, and of any material adverse change with respect to such arrangements. Without limiting the foregoing, Buyer shall immediately notify Sellers in writing if at any time any party to either the Xxxxxxx Coinsurance Arrangement or the Wilton Coinsurance Arrangement, notifies Buyer that such party has determined not to provide reinsurance in connection with the transactions contemplated hereby.
(b) Sellers shall deliver to Buyer: (i) as promptly as practicable, but not later than May 31, 2006, the combined audited GAAP financial statements of the Acquired Companies for 2005, consisting of a combined balance sheet as of December 31, 2005 and the related combined statements of operations, changes in stockholders’ equity and cash flows for the year then ended, including notes to the combined financial statements required by GAAP; (ii) as promptly as practicable, but not later than May 31, 2006, the combined audited GAAP financial statements of the Acquired Companies for 2004, consisting of a combined balance sheet as of December 31, 2004 and the related combined statements of operations, changes in stockholders’ equity and cash flows for the year then ended, including notes to the combined financial statements required by GAAP (which financial statements shall exclude the BOIH Acquired Companies for the period from January 1, 2004 until June 30, 2004); (iii) as promptly as practicable, but not later than May 31, 2006, the combined audited GAAP financial statements of the BOIH Acquired Companies for the six-month period ended June 30, 2004 consisting of a combined balance sheet as of June 30, 2004 and the related combined statements of operations, changes in stockholders’ equity and cash flows for the six-month period ended June 30, 2004, including notes to the combined financial statements required by GAAP; and (iv) as promptly as practicable, such other GAAP financial statements (for periods ending prior to December 31, 2005) of the Acquired Companies requested in writing by Buyer that are required by Regulation S-X to be included in a registration statement or pro...
Buyer Financing. (a) Buyer shall use its reasonable best efforts to consummate the transactions contemplated by the Subscription Agreements within three Business Days after the date hereof and shall keep Seller reasonably and promptly informed of the status thereof. If for any reason the transactions contemplated by one or more of the Subscription Agreements is not consummated within five Business Days after the date hereof, Buyer shall use its reasonable best efforts to obtain alternative financing in lieu thereof as promptly as practicable.
(b) As soon as practicable after the date hereof and in any event prior to the Closing, Buyer shall diligently pursue and use its reasonable best efforts to consummate the Buyer Capital Raise and shall keep Seller reasonably and promptly informed of the status thereof; provided that Buyer may suspend its efforts to consummate the Buyer Capital Raise from time to time after the delivery of the Required Information for an aggregate period not to exceed 30 days.
Buyer Financing. 4.1 Buyer shall use commercially reasonable efforts to arrange financing for each Aircraft and shall, upon Seller's request, provide a written statement to Seller that it has used commercially reasonably efforts to secure financing for such Aircraft and provide reasonable detail on the extent and results of such efforts * 4.
1.1 With respect to each Aircraft for which Buyer has not arranged financing: (i) if Backstop Financing is available (as provided for in Exhibit D-1) Buyer shall, upon execution of the Certificate of Acceptance in accordance with Section 8.1, enter into a Lease Agreement for such Aircraft and comply with the terms and satisfy the conditions thereof and, subject to (i) the absence of a matured or unmatured Event of Termination or event described in Section 19.2, (ii) the conditions precedent in Section 17, and (iii) Buyer's satisfaction of the conditions precedent to the lessor's obligations under such Lease Agreement (including the absence of a Default or an Event of Default thereunder), Seller, or its designee, will enter into the Lease Agreement for such Aircraft or cause its designee to enter into such Lease Agreement.
Buyer Financing. Buyer and/or WSFS Bank currently has, and at the Closing Date, Buyer will have, available cash and/or cash equivalents sufficient to pay the amounts required to be paid to Buyer pursuant to this Agreement, upon consummation of the Contemplated Transactions.
