Buyer’s Financing Activities Sample Clauses

Buyer’s Financing Activities. (a) Buyer acknowledges and agrees that Seller and its Affiliates have no responsibility for any financing that Buyer may raise in connection with the transactions contemplated hereby including with respect to any offering materials and other documents prepared by or on behalf of or utilized by Buyer or its Affiliates, or Buyer’s financing sources, in connection with Buyer’s financing activities in connection with the transactions contemplated hereby which include any information provided by Seller or any of its Affiliates (including the Companies and their Subsidiaries), including any offering memorandum, banker’s book or similar document used, or any other written offering materials used (collectively, “Offering Materials”). (b) Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to (i) maintain in effect the Financing set forth therein (including by consummating the Equity Financing pursuant to the terms and conditions of the Equity Financing Commitment), (ii) enter into definitive financing agreements with respect to the Debt Financing as contemplated by the Debt Financing Commitments (the “Financing Agreements”), so that the Financing Agreements are in effect as promptly as practicable but in any event no later than the Closing Date and (iii) consummate the Financing at or prior to Closing. Buyer shall provide to the Seller copies of all documents relating to the Debt Financing and shall keep the Seller reasonably informed of material developments in respect of the financing process relating thereto. In the period between the date hereof and the Closing Date, Seller shall, upon request of Buyer, use all reasonable efforts to cause the Companies and their Subsidiaries, along with their respective auditors and consultants, to reasonably cooperate with Buyer and its Affiliates in satisfying any condition to financing set out in Buyer’s agreements with banks and other lenders. Such cooperation shall include, without limitation, preparations for the obtaining or release of any liens, providing access to properties and other assets for third party appraisals, obtaining any required consents of landlords and lenders of the Companies and their Subsidiaries, preparations for the implementation of a new cash management system and attending roadshows by the management of the Companies and their Subsidiaries in respect of offering of debt or equity ...
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Buyer’s Financing Activities. (a) Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions necessary and to do, or cause to be done, all things necessary that are within Buyer’s (or its Affiliates’) control to (i) maintain in effect the Debt Commitment Letter in accordance with its terms until the funding of the Debt Financing to the Company prior to the Closing, (ii) negotiate definitive financing agreements with respect to the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter or on such other terms acceptable to Buyer and the Financing Sources; provided that such other terms would not adversely impact or delay in any respect the ability of Buyer to consummate the Debt Financing on the Closing Date, (iii) satisfy on a timely basis (but in any event prior to the Closing Date) the Financing Conditions with respect to the Debt Commitment Letter that are within its control, (iv) subject to the satisfaction or waiver of the Financing Conditions and conditions set forth in Article 6, draw the full amount of the Financing and (v) enforce its rights under the Debt Commitment Letter, including in the event of a breach by any lender providing such Debt Financing that impedes or delays the Closing (including, if necessary, by bringing one or more enforcement actions to enforce its rights thereunder).
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Buyer’s Financing Activities. Buyer acknowledges and agrees that Seller and its Affiliates (including the Company) have no responsibility for any financing that Buyer may raise in connection with the transactions contemplated hereby. Any offering materials and other documents prepared by or on behalf of or utilized by Buyer or its Affiliates, or Buyer’s financing sources, in connection with Buyer’s financing activities in connection with the transactions contemplated hereby which include any information provided by Seller or any of its Affiliates (including the Company), including any offering memorandum, banker’s book, prospectus or similar document used, or any other written offering materials used, in connection with any debt offering or other such Buyer financing shall include a conspicuous disclaimer to the effect that neither Seller nor any of its Affiliates (including the Company) nor any of its or their employees has any responsibility for the content of such document and disclaim all responsibility the content of such document and shall further include a disclaimer with respect to Seller and its Affiliates in any oral disclosure with respect to such financing.
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Buyer’s Financing Activities. (a) Except as set forth in this Section 5.19 (and without limiting Seller’s other obligations under this Agreement, including to the extent they relate to the Debt Financing), Buyer acknowledges and agrees that Seller, its Affiliates and their respective Representatives shall have no responsibility for any financing that Buyer may raise in connection with the transactions contemplated hereby. Any bank syndication materials and other marketing materials prepared by or on behalf of or utilized by Buyer, or Buyer’s financing sources, in connection with Buyer’s financing activities in connection with the transactions contemplated hereby which include any information provided by Seller, its Affiliates or their respective Representatives shall include a conspicuous disclaimer to the effect that none of Seller, its Affiliates or their respective Representatives have any responsibility for the content of such document and disclaim all responsibility therefor. 46
Sample 1
Buyer’s Financing Activities. 6.21.1 Buyers acknowledge and agree that: (i) Sellers and their Affiliates have no responsibility for any financing that Buyers may raise in connection with the transactions contemplated hereby including with respect to any offering materials and other documents prepared by or on behalf of or utilized by Buyers or their Affiliates, or Buyers' financing sources, in connection with Buyers' financing activities in connection with the transactions contemplated hereby which include any information provided by Sellers or any of their Affiliates; and (ii) Buyers' obligations to consummate and to cause to be consummated the transactions contemplated by this Agreement and the Transfer Agreements are not subject to any condition or contingency with respect to the financing. 6.21.2 Buyers will take, or cause to be taken, all actions and will do, or cause to be done, all things necessary, proper or advisable: (i) to maintain in effect the Business License; (ii) to prevent Buyer Parent from incurring any Debt obligations, making any loan and/or paying or agreeing to pay any cash dividends or distributions to any of its equity holders between the date of this Agreement and the Closing Date that would affect its ability to complete the Sale; and (iii) to ensure that the Sale Funds remain in Buyer Parent and are used solely to pay the Purchase Price. Prior to the Closing Date, Buyers will not agree to, or permit, any amendment or modification of, or waiver under, the Business License without the prior written consent of Delphi.
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Buyer’s Financing Activities. (a) Buyer shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Financing Commitment without the prior written consent of Sellers, if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing, including by changing the amount of fees to be paid or original issue discount of the Debt Financing (or payment of fees having similar effect) in each case, other than any such fees or original discount that is paid or otherwise funded by sources other than the Debt Financing, in each case other than pursuant to any “flex” provisions, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) delay (taking into account the Marketing Period) or prevent the Closing when required pursuant to Section 1.2(a) or (B) adversely impact the ability of Buyer to enforce its rights against the other parties to the Debt Financing Commitment or the definitive agreements with respect thereto relative to Buyer’s ability to enforce its rights against such other parties to the Debt Financing Commitment as in effect on the date hereof or in such definitive agreements. Notwithstanding the foregoing, Buyer may, without the consent of Sellers, replace, supplement or amend the Debt Financing Commitment (i) to add lenders, lead arrangers, syndication agents or similar entities that have not executed the Debt Financing Commitment as of the date hereof (including the replacement of a lender), (ii) for the implementation or exercise of any “flex” provisions provided in the Debt Financing Commitment or related fee letters as in effect on the date hereof, or (iii) so long as such replacement, supplement or amendment does not (A) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing (or payment of fees having similar effect) in each case, other than any such fees or original discount that is paid or otherwise funded by sources other than the Debt Financing), (B) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Debt Financing in a manner that would reasonably be expected to (1) delay (taking into account the Marketing Period) or prevent the Closing when required pursuant to Section 1.2(a) or (2) adversely imp...
Sample 1
Buyer’s Financing Activities 
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Related to Buyer’s Financing Activities

  • Trading Activities Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

  • Marketing Activities The Borrower will not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

  • Competing Activities Notwithstanding any duty otherwise existing at law or in equity, (i) neither a Member nor a Manager of the Company, or any of their respective affiliates, partners, members, shareholders, directors, managers, officers or employees, shall be expressly or impliedly restricted or prohibited solely by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever and (ii) except as otherwise agreed in writing or by written Company policy, each Member and Manager of the Company, and their respective affiliates, partners, members, shareholders, directors, managers, officers and employees, shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company.

  • No Marketing Activities Contractor is prohibited from using the Work for any Contractor or third-party marketing, advertising, or promotional activities, without the prior written consent of System Agency. The foregoing prohibition includes, without limitation, the placement of banners, pop-up ads, or other advertisements promoting Contractor’s or a third party’s products, services, workshops, trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Contractor as part of the Work.

  • Certain Trading Activities Other than with respect to the transactions contemplated herein, since the time that such Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Securities, and (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any purchases or sales of the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). Notwithstanding the foregoing, in the case of a Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment bank or vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s or Trading Affiliate’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s or Trading Affiliate’s assets, the representation set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future.

  • Lobbying Activities [Added] A. Pursuant to 31 U.S.C. § 1352, and any regulations promulgated thereunder, the Contractor hereby assures and certifies, to the best of its knowledge and belief, that no federally appropriated funds have been paid, or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative agreement. B. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Contract, the Contractor shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”. If the Contractor is required to submit Standard Form-LLL, the form and instructions for preparation of the form may be obtained from the State. C. The Contractor shall require that the language of this certification be included in any subcontracts and that all subcontractors shall certify and disclose accordingly. D. The foregoing certification is a material representation of fact upon which reliance was or will be placed when entering into this Contract and any transactions with the State. Submission of this certification is a prerequisite for making or entering into any transaction as imposed by 31 U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Cooperation with Financing The Seller shall, and shall cause its Affiliates to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation (including to use commercially reasonable efforts to cause its Representatives to provide such cooperation) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources in connection with the arrangement of the financing for the consummation of the transactions contemplated hereby (the “Financing”), including: (i) upon reasonable prior notice, making senior employees of the Seller available to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financing, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to the Buyer in the Buyer’s preparation or filing of security and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the Business.

  • Permitted Activities The purpose of the Issuer is, and the Issuer will have the power and authority, and is authorized, to engage in the following activities: (i) to acquire the Receivables and other Sold Property under the Sale and Servicing Agreement from the Depositor in exchange for the Notes; (ii) to Grant the Collateral to the Indenture Trustee under the Indenture; (iii) to enter into and perform its obligations under the Transaction Documents; (iv) to issue the Notes under the Indenture and to facilitate the sale of the Notes by the Depositor; (v) to pay principal of and interest on the Notes; (vi) to administer and manage the Trust Property; (vii) to make payments to the Noteholders and distributions to the holder of the Residual Interest; and (viii) to take other actions necessary or advisable to accomplish the activities listed above or that are incidental to the activities listed above.

  • No Business Activities Merger Sub has not conducted any activities other than in connection with the organization of Merger Sub, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. Merger Sub has no Subsidiaries.