Certain Financing Matters. If Clearwire proposes to incur, modify the terms of, or refinance before the Closing any indebtedness in a manner such that such indebtedness would be treated other than as a “non-recourse liability” of NewCo LLC within the meaning of Regulations Section 1.752-1(a)(2) following the Closing, the provisions of
Certain Financing Matters. In order to assist with the consummation and effectiveness of the Restructured First Lien Credit Agreement, the Restructured Second Lien Credit Agreement and any other financing necessary to consummate the transactions contemplated in this Agreement, Sellers shall request that their respective consultants, advisors and auditors provide such cooperation as Buyer may reasonably request in connection therewith.
Certain Financing Matters. (a) From the date hereof until the Closing Date, Sellers shall (whether directly or through their respective Advisors) use their commercially reasonable efforts to provide all cooperation reasonably requested by Purchaser in connection with the Financing, at Purchaser’s sole expense, including by using commercially reasonable efforts to (i) furnish Purchaser on a reasonably timely basis with such documentation and information (including financial information) that Purchaser or Purchaser’s financing sources have reasonably requested in writing (including electronic correspondence) in connection with obtaining or consummating the Financing, (ii) assist with the preparations for (but not the execution of) the provision of guarantees and the pledging of collateral (it being understood that no such pledging of collateral will be made by any Seller or be effective until at or after the Closing), (iii) provide all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”, anti-money laundering rules and regulations, including the PATRIOT Act and beneficial ownership regulations, at least three (3) Business Days prior to Closing, reasonably requested no later than five (5) Business Days prior to the Closing by Purchaser, and (iv) facilitate the taking of all actions reasonably requested by Purchaser in connection with the Financing; provided that (A) no personal liability shall be imposed on any of the Advisors, employees, officers or directors of Sellers involved in the foregoing cooperation, (B) Sellers will not be required to pay any commitment or other fees or expenses in connection with Purchaser’s debt financing, and (C) no Advisor, director or officer of any of Sellers shall be obligated to execute any documentation in connection with Purchaser’s debt financing unless continuing in such capacity after the Closing.
Certain Financing Matters. The Company agrees to provide, and will cause its subsidiaries and its and their respective officers, employees and advisors to provide, all necessary cooperation reasonably requested in connection with the arrange ment of any financing to be consummated contemporaneous with or at or after the Merger, including without limitation any financing to be provided to the Company or any of its subsidiaries by the Parent; provided, that the Company will not be required to incur any out-of-pocket expenses or make any binding commitments with respect thereto until after the consummation of the Merger.
Certain Financing Matters. (a) Prior to the Closing (or the date on which the Closing would occur but for a breach of this Section 5.8(a)), the Sellers will use commercially reasonable efforts to either (1) procure from the lenders under the Credit Facility, at Buyer's expense, a written waiver, in form and substance reasonably satisfactory to Buyer and the Sellers, that (A) will permit the transactions contemplated by this Agreement to be consummated without an event of default or acceleration thereunder being caused thereby and (B) will permit the sale and transfer of the Purchased Interests and the contribution of the Contributed Interests to Buyer as contemplated by this Agreement and the receipt by the Sellers of the Purchase Price therefor free and clear of any Liens or other restrictions; or (2) cooperate with Buyer to obtain refinancing of all of the Partnership's existing indebtedness for borrowed money under the Credit Facility to the extent such indebtedness would otherwise be subject to acceleration upon consummation of the Closing absent the consent and waiver described in clause (1).
Certain Financing Matters. 44 5.9 Consent and Agreements of Sellers and Buyer....................................................45 5.10 WARN Act.......................................................................................46 5.11 Programming and Other Commitments..............................................................46 5.12 401(k) Plans...................................................................................46 5.13
Certain Financing Matters. (a) Purchaser will use its commercially reasonable efforts to take, or cause to be taken, all actions necessary or advisable to satisfy on a timely basis all conditions applicable to the Financing that are within its control and, upon satisfaction of such conditions, to obtain the Financing, including using its commercially reasonable efforts to (x) satisfy on a timely basis all terms, covenants and conditions set forth in the Financing Commitments; (y) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments; and (z) consummate the Financing on the terms and conditions set forth in the Financing Commitments at or prior to Closing. Purchaser shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Financing. If any Financing Commitments shall be terminated or cease to be available for any reason, or if any notice of termination shall be given thereunder, Purchaser will use its commercially reasonable efforts to secure alternative financing upon terms that are not less favorable to Purchaser than those set forth in the Financing Commitments as in effect on the date of this Agreement (any such alternative financing arrangement, the “Alternative Financing”). References to the Financing in this Section 8.3 shall include any Alternative Financing (and the new financing commitment related thereto) entered into in accordance with this Section 8.3.
Certain Financing Matters. 32 Section 5.7 Reasonable Best Efforts.................................................. 33 Section 5.8 Publicity................................................................ 33 Section 5.9 Notification of Certain Matters.......................................... 33 Section 5.10 Directors' and Officers' Insurance and Indemnification................... 33 Section 5.11 Proxy Statement; Company Stockholders Meeting............................ 34 Section 5.12 Parent Circular; Parent Shareholders Meeting............................. 35 Section 5.13
Certain Financing Matters. The Company agrees to provide, and will cause its subsidiaries and its and their respective officers, employees and advisors to provide, all necessary cooperation in connection with the arrangement of any financing to be consummated contemporaneous with or at or after the consummation of the Offer, including without limitation any financing to be provided to the Company or any of its subsidiaries by the Parent. In addition, 37 33 in conjunction with the obtaining of any such financing, the Company agrees, at the request of Parent, to call for prepayment or redemption, conduct a tender offer for, or prepay, redeem and/or renegotiate, as the case may be, any then existing indebtedness of the Company and its subsidiaries, including, without limitation, indebtedness under the Credit Agreement, the Senior Subordinated Notes and the Convertible Subordinated Notes; provided that no such prepayment or redemption or purchase under any tender offer shall themselves actually be required to be made or consummated until contemporaneously with or after the consummation of the Offer.
Certain Financing Matters. Subject to the availability of adequate financing therefor, at the Closing, Brigxx xxxll: (a) retire the zero coupon notes of the LLC (the "Zero Coupon Notes") held by the Indemnifying Shareholder issued pursuant to the Unit Purchase Agreement dated as of November 20, 2000 between the LLC, the Company and the Indemnifying Shareholder at the accreted value of the principal amount of such notes; and (b) retire the credit facility under the Credit Agreement dated as of July 9, 1998, as amended, among LLC, the Company, GPPW, Bankers Trust Company, as administrative agent, and the various banks from time to time parties thereto. Nothing contained in this Agreement shall be deemed to be a waiver by the Indemnifying Shareholder of any rights it may have in connection with the Zero Coupon Notes.
