Buyer’s Financing. (a) Buyer shall use commercially reasonable efforts (which, for the avoidance of doubt, shall not include litigation) to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to arrange the Financing in a timely manner on the terms and conditions set forth in the Debt Commitment Letter and to consummate the Financing on or prior to the Closing Date, including the following:
(i) maintaining in effect each Commitment Letter and not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, each Commitment Letter, if such amendment, modification, waiver or replacement: (A) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid or materially increasing the original issue discount 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 (1) materially delay or prevent the Closing, (2) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (3) adversely impact the ability of Buyer to enforce its rights against other parties to any Commitment Letter or the definitive agreements with respect thereto (provided that, in any event, Buyer may (x) modify the terms of the Financing so long as such modifications would not adversely impact the ability of Buyer to timely consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby and (y) amend the Debt Commitment Letter to add lenders, arrangers, bookrunners, agents, managers or similar entities which had not executed the Debt Commitment Letter as of the date hereof, as contemplated by the Debt Commitment Letter);
(ii) satisfying on a timely basis all conditions to the availability of the Financing within its control;
(iii) negotiating, executing and delivering Financing documentation that reflects the terms contained in the applicable Commitment Letter (including, with respect to the Debt Financing, any “market flex” provisions related thereto);
(iv) in the event that the conditions set forth in Sections 10.01 and 10.02 and the conditions to the availability of the Financing have been satisfied or, upon funding would be satisfied, causing the Financing Sources to fund the full amount of the...
Buyer’s Financing. (a) Sellers and Terex shall cooperate with Buyer in respect of any proposed public offering or private placement of securities and arrangements of other financing by Buyer, a portion of the proceeds of which are to be used to finance the Purchase Price by Buyer, working capital and fees and expenses in connection therewith (the "Financing"); provided, however, that neither Sellers nor Terex shall be obligated to participate in the Financing or incur any liability with respect thereto. Each party providing all or a portion of the Financing shall be entitled to rely in connection therewith on the documents delivered in accordance with Section 7.3(a). Buyer shall use commercially reasonable efforts to complete the Financing prior to or on December 12, 1996.
(b) Buyer shall give Sellers and Terex a reasonable opportunity to review any references to Sellers, Terex, this Agreement or the transactions contemplated hereby in any registration statement or private placement memorandum relating to the Financing (the "Offering Documentation") and any amendments or supplements thereto by providing to Sellers and Terex drafts of such Offering Documentation or any amendments or supplements thereto prior to filing such documents with the Securities and Exchange Commission or distributing such documents to potential purchasers of privately placed securities and allowing Sellers and Terex a reasonable opportunity to review and comment thereon.
(c) Buyer acknowledges and agrees that the cooperation by Sellers and Terex provided for in clause (a) hereof and any review of any Offering Documentation and any comments thereon provided by Sellers and Terex pursuant to clause (b) hereof shall not render Sellers or Terex in any way responsible for such Offering Documentation, or the accuracy or completeness thereof.
(d) As an inducement to Sellers and Terex to cooperate with Buyer under this Section 6.21, (i) Buyer will, and hereby does, indemnify and hold harmless each of Terex and the Sellers (each, a "Terex Entity" and collectively, the "Terex Entities"), and each of their respective directors, officers, partners, counsel, employees, agents and affiliates and each other person or entity, if any, who controls each Terex Entity within the meaning of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act") (together with the Terex Entities, the "Indemnified Party"), to the fullest extent from and against lo...
Buyer’s Financing. (a) The Buyer shall keep the Seller reasonably apprised of the status and estimated closing date of its financing related to the Aircraft, provided that the Buyer shall not be obligated to disclose any confidential information to the Seller.
(b) Nothing in this clause 6.8 shall be construed to restrict, modify, waive or in any way affect the Buyer’s right to terminate this Agreement pursuant to clause 7.2(a).
Buyer’s Financing. Seller encourages Buyer to utilize the premium lending services offered by
Buyer’s Financing. On or prior to the date hereof, Buyer obtained from MC Venture Partners a commitment for financing sufficient to pay the Cash Payment in cash on the Closing Date and to make the Upgrade Commitment (the “Financing Commitment”). Buyer has delivered to Seller a copy of the Financing Commitment, and Seller acknowledges that the Financing Commitment is satisfactory to it. Buyer shall use its reasonable best efforts to maintain the Financing Commitment in full force and effect at all times during the period beginning when the Financing Commitment was obtained and continuing until the Closing. Within twenty-four (24) hours of the lapse of the Financing Commitment, Buyer shall provide Seller with written notice of such lapse, and Seller may thereafter terminate this Agreement upon seven (7) days’ written notice to Buyer, unless within such seven (7) day period Buyer provides Seller with evidence of a renewed or replacement commitment reasonably satisfactory to Seller. If Seller terminates this Agreement pursuant to this Section 8.9, or if all conditions to Closing have been fulfilled but Buyer is unable to deliver the Cash Payment at Closing, then Seller shall be entitled to retain the entire Deposit in accordance with Section 11.3(b).
Buyer’s Financing. Until such time as the Closing Deposits have been released from the escrow provided for herein, Buyer shall not voluntarily encumber or permit liens or mortgages against the Project in an aggregate amount exceeding One Hundred Thirty Nine Million Dollars ($139,000,000).
Buyer’s Financing. Buyer shall have obtained satisfactory financing, as determined in Buyer's sole and absolute discretion.
Buyer’s Financing. Buyer is a party to those certain letter agreements, (i) dated as of April 19, 2001, between Buyer and Xxxxxx Financial, Inc., and (ii) dated as of April 18, 2001, between Buyer and Bank of America, N.A. and Congress Financial Corporation (the "Financing Proposals"), true and complete copies of which have been delivered by Buyer to Seller. Buyer has paid each of the $100,000 initial deposits to be paid to the prospective lenders pursuant to the Financing Proposals. Buyer shall use its good faith commercially reasonable efforts to (i) ensure that it complies with all covenants and satisfies all conditions applicable to Buyer in at least one of the Financing Proposals, and (ii) obtain, pursuant to at least one of the Financing Proposals or otherwise, the ability to borrow on the Closing Date such amount as is necessary to permit Buyer to pay the Initial Purchase Price at Closing. Buyer shall notify Seller within three (3) Business Days of any adverse development affecting its ability to obtain financing pursuant to the Financing Proposals.
Buyer’s Financing. (Delete if Waived) The BUYER'S obligation to purchase is conditioned upon obtaining mortgage financing in the amount of $ at prevailing rates and terms by . If, despite reasonable efforts, the BUYER has been unable to obtain such financing the BUYER may terminate this Agreement by giving written notice that is received by SELLER or SELLER'S agent by 5:00 p.m. on the calendar day after the date set forth above. In the event that notice has not been actually or constructively received, this condition is deemed waived. In the event that due notice has been received, all monies deposited or paid by the BUYER shall be returned and all obligations of the BUYER and SELLER pursuant to this Agreement shall cease and this Agreement shall become void. In no event shall the BUYER be deemed to have used reasonable efforts to obtain financing unless the BUYER has submitted at least one (1) application to a licensed mortage lender by and acted reasonably promptly in providing any additional information requested by the mortgage lender.
Buyer’s Financing. Buyer has provided to Seller copies of bank commitments and other financing letters attached hereto as Schedule 4.5 (the "Financing Letters") relating to the financing described in Section 7.7 below which have been executed by Buyer and delivered by Buyer to the lenders named therein. The Financing Letters have not been revoked or modified. Buyer does not presently anticipate that it will not satisfy the conditions to the financing set forth in the Financing Letters (other than any conditions that relate directly to the Company and the Subsidiaries).
