Common use of Debt Financing Clause in Contracts

Debt Financing. (1) The Purchaser shall use its commercially reasonable efforts to arrange the Debt Financing as promptly as practicable after the date hereof, including using commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to the Purchaser in such definitive agreements that are within its control. In the event any portion of the Debt Financing becomes unavailable, the Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources as promptly as practicable. The Purchaser shall give Four Seasons prompt notice of any material breach by any party of the Commitment Letter or any termination of the Commitment Letter. The Purchaser shall keep Four Seasons informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing. For the avoidance of doubt, if the Debt Financing has not been obtained, the Purchaser shall continue to be obligated to consummate the Arrangement on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2 of this Agreement and to the Purchaser’s rights under Sections 8.2(2) and 8.2(3). (2) Four Seasons agrees to provide, shall cause its subsidiaries to provide and shall use its commercially reasonable efforts to have its and their representatives (including counsel, financial advisors and auditors) provide, all commercially reasonable cooperation in connection with the arrangement of the Debt Financing or any other financing transactions contemplated by the Purchaser in connection with the consummation of the transaction contemplated hereby, as may be reasonably requested by the Purchaser (and, without limitation, such requested cooperation shall not unreasonably interfere with the ongoing operations of Four Seasons and its subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) making available to the Purchaser and its financing sources financial and other pertinent information regarding Four Seasons as may be reasonably requested by the Purchaser, (iii) assisting the Purchaser and its financing sources in the preparation of (A) an offering document of the Purchaser for any debt raised to complete the Arrangement and (B) materials for rating agency presentations by the Purchaser, (iv) assisting the Purchaser and its financing sources attending to matters relating to title, (v) reasonably cooperating with the marketing efforts of Purchaser and its financing sources for any debt raised by Purchaser to complete the Arrangement, (vi) forming new direct or indirect subsidiaries, and (vii) having officers execute, without personal liability, any reasonably necessary officers’ certificates or management representation letters to Four Seasons’ accountants to issue unqualified reports with respect to the financial statements to be included in any offering documents; provided that none of Four Seasons or any subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. The Purchaser shall, promptly upon request by Four Seasons, reimburse Four Seasons for all reasonable out-of-pocket costs (including legal fees) incurred by Four Seasons or its subsidiaries and their respective advisers, agents and representatives in connection with such cooperation. (3) All non-public or otherwise confidential information regarding Four Seasons obtained by Purchaser or its representatives pursuant to paragraph (2) above shall be kept confidential in accordance with the Confidentiality Agreements.

Appears in 2 contracts

Samples: Acquisition Agreement (Cascade Investment LLC), Acquisition Agreement (Four Seasons Hotels Inc)

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Debt Financing. (1a) The Purchaser shall use its commercially reasonable efforts parties hereto acknowledge that Parent may attempt to arrange third party debt financing for the Debt Financing as promptly as practicable after purpose of funding the date hereof, including using commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to the Purchaser in such definitive agreements that are within its control. In the event any portion of the Debt Financing becomes unavailable, the Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources as promptly as practicable. The Purchaser shall give Four Seasons prompt notice of any material breach by any party of the Commitment Letter or any termination of the Commitment Letter. The Purchaser shall keep Four Seasons informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing. For the avoidance of doubt, if the Debt Financing has not been obtained, the Purchaser shall continue to be obligated to consummate the Arrangement on the terms transactions contemplated by this Agreement and subject only (the “Debt Financing”) and, if Parent so chooses to seek the Debt Financing, prior to the satisfaction or waiver of Closing, the conditions set forth in Sections 6.1 and 6.2 of this Agreement and to the Purchaser’s rights under Sections 8.2(2) and 8.2(3). (2) Four Seasons agrees Company shall use reasonable best efforts to provide, and shall cause its subsidiaries each Subsidiary of the Company to provide use reasonable best efforts to provide, and shall use its commercially reasonable best efforts to have cause its and their representatives (including respective officers, directors, employees, accountants, consultants, legal counsel, financial advisors affiliates and auditors) provide, all commercially reasonable agents to provide such cooperation in connection with the arrangement of the Debt Financing or any other financing transactions contemplated by the Purchaser in connection with the consummation of the transaction contemplated hereby, as may be reasonably requested by Parent, including, but not limited to, the Purchaser use of reasonable best efforts with respect to: (and, without limitation, i) making available to Parent such financial and other pertinent information regarding the Company and each Subsidiary of the Company as may be reasonably requested cooperation shall not unreasonably interfere with the ongoing operations of Four Seasons and its subsidiaries)by Parent, including (iA) participation the unaudited financial statements of the Company for each fiscal quarter of the Company, other than the final fiscal quarter of any fiscal year, ended after May 31, 2023 and at least forty-five (45) days prior to the Closing and the audited financial statements of the Company for any fiscal year of the Company ended after August 31, 2022 and at least ninety (90) days prior to the Closing and (B) such information as is necessary to allow Parent, its advisors and the Debt Financing Sources to prepare pro forma financial statements; (ii) the delivery of customary authorization letters (including customary representations with respect to accuracy of information and absence or inclusion of material non-public information, in each case with respect to the Company); (iii) assisting with the preparation of lender and investor presentations, rating agency presentations, marketing materials and other similar documents and materials in connection with the Debt Financing and participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions, (ii) making available to the Purchaser and its financing sources financial and other pertinent information regarding Four Seasons as may be reasonably requested by the Purchaser, (iii) assisting the Purchaser and its financing sources in the preparation of (A) an offering document sessions with providers or potential providers of the Purchaser for any debt raised to complete the Arrangement Debt Financing and (B) materials for rating agency presentations by the Purchaser, (iv) ratings agencies and otherwise assisting the Purchaser and its financing sources attending to matters relating to title, (v) reasonably cooperating with in the marketing efforts of Purchaser Parent and its financing sources for any debt raised sources; (iv) delivering, at least three (3) Business Days prior to Closing, all documentation and other information as is reasonably requested by Purchaser Parent at least nine (9) days prior to complete the Arrangement, (vi) forming new direct or indirect subsidiaries, and (vii) having officers execute, without personal liability, any reasonably necessary officers’ certificates or management representation letters to Four Seasons’ accountants to issue unqualified reports Closing with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the financial statements USA PATRIOT Act and beneficial ownership regulations (including beneficial ownership certifications as under 31 C.F.R. § 1010.230); and (v) assisting with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto (including loan agreements, guarantees, collateral agreements, hedging arrangements, customary officer’s certificates and corporate resolutions, as applicable) as may reasonably be requested and subject to be included the occurrence of the Closing; provided, however, that nothing in this ‎Section 6.06(a) will require any offering documents; provided such cooperation to the extent that none of Four Seasons it would (1) require the Company or any subsidiary shall be required of its Subsidiaries to pay ​ ​ any commitment fees or reimburse any expenses prior to the Closing for which it has not received prior reimbursement by or on behalf of Parent, (2) require the Company or any of its Subsidiaries to enter into any certificate, agreement, arrangement, document or instrument that is not contingent upon the Closing or that would be effective prior to the Closing (other similar fee than the customary authorization letters described above), (3) require the Company or incur any of its Subsidiaries to give to any other liability Person any indemnities in connection with the Debt Financing that are effective prior to the Effective TimeClosing, (4) require the Company or any of its Subsidiaries to enter into or approve any debt financing or any definitive agreement for the Debt Financing that would be effective prior to the Closing (other than the customary authorization letters described above), (5) unreasonably interfere with the ongoing business operations of the Company, (6) require or result in contravention of any Applicable Law, the organizational documents of the Company or any Subsidiary (to the extent not entered into in contemplation of this Section 6.06(a)) or the terms of any material contract binding on the Company or any Subsidiary (to the extent not entered into in contemplation of this Section 6.06(a)) or (7) cause any condition to Closing set forth in this Agreement to fail to be satisfied by the End Date or otherwise result in a breach of this Agreement by the Company. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to provide, and Parent shall be solely responsible for, (1) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (2) any description of all or any component of the Debt Financing, including any such description to be included in any liquidity or capital resources disclosure and (3) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing. (b) The Purchaser shallCompany hereby consents to the use of the logos of the Company and each of its Subsidiaries in connection with the Debt Financing; provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company and/or its Subsidiaries or their reputation or goodwill. (c) Parent shall promptly upon request by Four Seasons, reimburse Four Seasons the Company and its Subsidiaries and its and their respective representatives for all reasonable reasonable, documented and invoiced out-of-pocket costs and expenses (including legal reasonable, documented and invoiced out-of-pocket attorneys’ fees) incurred by Four Seasons or such Persons in connection with any cooperation contemplated by ‎Section 6.06(a). (d) Parent shall indemnify and hold harmless the Company and its subsidiaries Subsidiaries and its and their respective advisersRepresentatives from and against any and all losses, agents damages, claims, costs, expenses and representatives other liabilities suffered or incurred by any of them in connection with the arrangement and preparation of the Debt Financing and any information used in connection therewith, in each case, other than as a result of fraud, bad faith, gross negligence or willful misconduct by or on behalf of such cooperationPerson or Representative. (3e) Notwithstanding anything to the contrary in this Agreement, the Company and its Subsidiaries shall be deemed to have complied with this ‎‎Section 6.06 for purposes of ‎Section 10.01, for purposes of determining satisfaction of the condition set forth in ‎Section 9.02(a) and for all other purposes of this Agreement, unless all of the following have occurred: (i) the Company has materially breached its obligations under this ‎Section 6.06, (ii) Parent has notified the Company of such breach in writing in good faith, detailing in good faith reasonable steps that comply with this ‎Section 6.06 in order to cure such breach, and such notice was delivered with sufficient ​ ​ advance notice to permit the Company and its Subsidiaries to cure such breach prior to the last date that would permit the Closing to occur prior to the End Date, (iii) the Company has not taken such steps or otherwise cured such breach with reasonably sufficient time prior to the End Date to consummate the Debt Financing and (iv) the Debt Financing has not been consummated and the material breach by the Company is a proximate cause of such failure. (f) All non-public or otherwise confidential information regarding Four Seasons obtained Confidential Information (as defined in the Confidentiality Agreement) furnished by Purchaser the Company or its representatives Subsidiaries pursuant to paragraph (2) above this ‎Section 6.06 shall be kept confidential in accordance with the Confidentiality AgreementsAgreement, except that Parent may disclose such information that would customarily be disclosed in connection with the arrangement of a Debt Financing to the Debt Financing Sources, rating agencies and prospective lenders and investors in connection with the arrangement and syndication of the Debt Financing subject to their entering into customary confidentiality undertakings with respect to such information.

Appears in 2 contracts

Samples: Merger Agreement (Chase Corp), Merger Agreement (Chase Corp)

Debt Financing. (1a) Except with the Investor’s prior written consent (which consent may be withheld or conditioned at the Investor’s sole discretion), the Company may not, and shall ensure that no other Group Company will, obtain any debt financing except in accordance with this Section 3.4. (b) If any Group Company intends to obtain any debt financing other than through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Private Debt Financing Notice”), which shall state the applicable Group Company’s intention to obtain private debt financing, the amount and type of such proposed debt financing, the identity of the proposed provider of such debt financing, and all material terms of such proposed debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Private Debt Financing Notice (the “Private Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company on such terms and conditions not less favorable to the applicable Group Company than those offered by the proposed provider of debt financing (in which case the Company shall, or shall procure the applicable Group Company to, promptly enter into such private debt financing with the Investor or its applicable Affiliate in lieu of the proposed provider of such debt financing). (c) If, upon the expiration of the Private Debt Financing Offer Period, the Investor has not elected to exercise its right to provide private financing pursuant to Section 3.4(b), the applicable Group Company shall have sixty (60) days thereafter to conclude the proposed debt financing, which debt financing shall be on the terms and conditions as set forth in the Private Debt Financing Notice. If the definitive documents for such debt financing shall not have been entered into during such sixty (60) days’ period, thereafter, such debt financing shall again be subject to the requirements set forth in Section 3.4(b), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing (other than debt financing obtained through the issuance of debt instruments in the public market, in which case the procedures set out in Sections 3.4(d) and 3.4(e) shall have been complied with) unless the procedures set out in Sections 3.4(b) and 3.4(c) have again been fully complied with. (d) If any Group Company intends to obtain any debt financing through the issuance of debt instruments in the public market, the Company shall first deliver to the Investor a written notice (a “Public Debt Financing Notice”) which shall state the applicable Group Company’s intention to obtain such public debt financing and the amount of such proposed public debt financing. The Investor shall have the right and option, for a period of ten (10) Business Days after delivery of the Public Debt Financing Notice (the “Public Debt Financing Offer Period”), to irrevocably elect to exercise its right to provide debt financing to the applicable Group Company (the “ROFO”) in such amount as specified in the Public Debt Financing Notice by delivery of a written notice to the applicable Group Company (the “ROFO Exercise Notice”), setting forth all material terms of such proposed debt financing (the “ROFO Terms”). The ROFO Exercise Notice shall be irrevocable and shall constitute a binding agreement by the Investor to provide debt financing at the ROFO Terms. The failure of the Investor to give a ROFO Exercise Notice within the Public Debt Financing Offer Period shall be deemed to be a waiver by the Investor of its ROFO; provided that the Investor may waive its ROFO prior to the expiration of the Public Debt Financing Offer Period by giving written notice to the Company. (e) The Purchaser applicable Group Company may, at its sole discretion, elect to accept the ROFO Terms within ten (10) Business Days after delivery of the ROFO Exercise Notice. If, upon the expiration of such ten (10) Business Days’ period, the applicable Group Company has not elected to accept the ROFO Terms, the applicable Group Company shall use its commercially reasonable efforts have ninety (90) days thereafter to arrange conclude the Debt Financing as promptly as practicable after the date hereof, including using commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto public debt financing on terms and conditions contained therein that are, in the aggregate, not materially less favorable to the Company than the ROFO Terms. If the public debt offering fails to be concluded during such ninety (90) days’ period, such public debt offering shall again be subject to the requirements set forth in Section 3.4(d), and the Company may not, and shall ensure that no other Group Company will, obtain any debt financing through the issuance of debt instruments on the public market unless the procedures set out in Sections 3.4(d) and 3.4(e) have again been fully complied with. (f) The requirements of this Section 3.4 shall not apply to any CB Repayment Loan. For purposes hereof, “CB Repayment Loan” means a loan that satisfies each of the following requirements: (i) the annual interest of such loan does not exceed 8% (compounded annually); (ii) to satisfy all conditions applicable to the Purchaser in aggregate principal amount of such definitive agreements that are within its control. In loan does not exceed the event then aggregate outstanding amount (including principal and any portion accrued but unpaid interest) under the Convertible Note; (iii) the maturity date of the Debt Financing becomes unavailable, the Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources as promptly as practicable. The Purchaser shall give Four Seasons prompt notice of any material breach by any party of the Commitment Letter or any termination of the Commitment Letter. The Purchaser shall keep Four Seasons informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing. For the avoidance of doubt, if the Debt Financing has not been obtained, the Purchaser shall continue to be obligated to consummate the Arrangement on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2 of this Agreement and to the Purchaser’s rights under Sections 8.2(2) and 8.2(3). loan is no later than two (2) Four Seasons agrees to provide, shall cause its subsidiaries to provide and shall use its commercially reasonable efforts to have its and their representatives years following initial utilization; (including counsel, financial advisors and auditorsiv) provide, all commercially reasonable cooperation in connection with the arrangement of the Debt Financing or any other financing transactions contemplated net proceeds received by the Purchaser in connection with Company from such loan will be promptly applied towards the consummation repayment of the transaction contemplated hereby, outstanding amount under the Convertible Note; and (v) the definitive documents for such loan (as may be reasonably requested by amended, modified and varied from time to time) shall provide that the Purchaser Investor and any of its Affiliates shall have the right (andbut not the obligation) to, without limitation(x) following any amount having become past due thereunder, repay the entire then-outstanding amount under the loan in full, and (y) following any other default thereunder, cure such requested cooperation shall not unreasonably interfere with default (in each case of (x) and (y), on behalf of the ongoing operations Company) (the “Step-in Right”), and that, unless the lender of Four Seasons such loan has notified the Investor in writing that the Step-in Right has become exercisable and the Investor and its subsidiaries)Affiliates have not validly exercised the Step-in Right within thirty (30) days after receipt of such notice, including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) making available to the Purchaser and its financing sources financial and other pertinent information regarding Four Seasons as lender may be reasonably requested by the Purchaser, (iii) assisting the Purchaser and its financing sources in the preparation of not: (A) an offering document take possession or cause the disposal of any Company Securities or any of the Purchaser for any debt raised to complete the Arrangement and Group Companies’ assets, (B) materials for rating agency presentations by the Purchaser, (iv) assisting the Purchaser and its financing sources attending to matters relating to title, (v) reasonably cooperating with the marketing efforts of Purchaser and its financing sources for exercise any debt raised by Purchaser to complete the Arrangement, (vi) forming new direct or indirect subsidiaries, and (vii) having officers execute, without personal liability, any reasonably necessary officers’ certificates or management representation letters to Four Seasons’ accountants to issue unqualified reports right with respect to the financial statements to be included in any offering documents; provided that none of Four Seasons operations, management, financials, personnel or any subsidiary shall be required to pay other material aspect of any commitment Group Company, (C) seek or initiate any litigation, arbitration, bankruptcy proceeding, injection, asset preservation or other similar fee interim measure, or incur any other liability legal proceedings, against any Group Company, or (D) transfer or assign such loan or any rights therein, or permit any Person other than the Investor to repay any amount of such loan on behalf of any Group Company or cure any other default thereunder. Prior to entering into any CB Repayment Loan, the Company shall notify the Investor in connection writing of the proposed key terms and conditions of the CB Repayment Loan (including those with the Debt Financing prior respect to the Effective Timerequirements set forth above) reasonably in advance and shall provide the Investor with drafts of the definitive documents for the CB Repayment Loan for review and comments (which comments the Company will reasonably consider). The Purchaser shallCompany shall keep the Investor promptly informed of any event or circumstance that has resulted in, promptly upon request by Four Seasonsor is reasonably expected to result in, reimburse Four Seasons for all reasonable outthe Step-of-pocket costs (including legal fees) incurred by Four Seasons in Right becoming exercisable, and may not amend, modify, vary or its subsidiaries and their respective adviserswaive any provision of the CB Repayment Loan if such amendment, agents and representatives modification, variation or waiver would result in connection with such cooperationloan ceasing to qualify as a CB Repayment Loan as provided herein. (3) All non-public or otherwise confidential information regarding Four Seasons obtained by Purchaser or its representatives pursuant to paragraph (2) above shall be kept confidential in accordance with the Confidentiality Agreements.

Appears in 2 contracts

Samples: Investor Rights Agreement (Qudian Inc.), Investor Rights Agreement (Secoo Holding LTD)

Debt Financing. (1a) The Purchaser Company shall use its commercially reasonable efforts to arrange secure the Debt Financing as promptly as practicable after the date hereofExecution Date as possible. The Company shall keep Investor regularly informed as to the progress of the Financing, including using providing drafts thereof, and the Company shall use commercially reasonable efforts to incorporate any reasonable comment made by Investor thereon. (ib) negotiate definitive agreements The Parties agree that the Financing shall be entered into with respect thereto commercial banks or credit providers of international or United States national reputation and standing which are not Sanctioned Persons, on terms and conditions contained therein that are customary for limited recourse project financing for projects of a similar scope and nature to the Project and that, without the prior written consent of Investor, the Financing shall (i) not include any commitment or obligation whatsoever from Investor other than requiring Investor to enter into, execute and deliver (A) an equity contribution agreement reflecting the terms of this Agreement and such other terms and conditions reasonably requested by the Company’s lenders pursuant to the Financing and (B) such other documentation as the Company’s lenders pursuant to the Financing may reasonably request (provided that the documentation referred to in clauses (A) and (B) will not, without Investor’s prior written consent, include commitments and obligations of Investor that are in excess of those made by Investor pursuant to this Agreement), and (ii) maintain a debt to satisfy all conditions applicable to equity ratio of no less than ***. (c) From the Purchaser in such definitive agreements that are within its control. In date of this Agreement until the event any portion of the Debt Financing becomes unavailable, the Purchaser Closing Date Investor shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources provide all documentation and information about Investor, as promptly as practicable. The Purchaser shall give Four Seasons prompt notice of any material breach by any party of the Commitment Letter or any termination of the Commitment Letter. The Purchaser shall keep Four Seasons informed on a reasonably current basis in reasonable detail of the status applicable, and each of its efforts to arrange respective Affiliates as is reasonably requested by the Debt Financing. For the avoidance of doubt, if the Debt Financing has not been obtained, the Purchaser shall continue to be obligated to consummate the Arrangement on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2 of this Agreement and to the Purchaser’s rights under Sections 8.2(2) and 8.2(3). (2) Four Seasons agrees to provide, shall cause its subsidiaries to provide and shall use its commercially reasonable efforts to have its and their representatives (including counsel, financial advisors and auditors) provide, all commercially reasonable cooperation Company in connection with the arrangement of the Debt Financing or any that is related to applicable “know your customer” and other financing transactions contemplated by the Purchaser in connection with the consummation of the transaction contemplated herebyAnti-Money Laundering Laws, as may be reasonably requested by the Purchaser (and, and including without limitation, providing information necessary for the Company to deliver customary certification regarding its beneficial ownership as required pursuant to 31 C.F.R. § 1010.230. (d) Prior to the Closing, in the event that the amount of the commitments secured in the Financing are less than the Third Party Financing Amount, the Parties shall discuss in good faith whether to fund such requested cooperation shall not unreasonably interfere shortfall through additional capital contributions and the funding of any such shortfall will be in accordance with the ongoing operations terms and conditions Section 10.1(b) of Four Seasons and its subsidiaries)the form of A&R LLC Agreement attached as Exhibit A as if such A&R LLC Agreement were in effect as of such time, including provided that (i) participation in meetings, drafting sessions and due diligence sessionsno Party shall have any obligation whatsoever to provide any such additional funding, (ii) making available to in the Purchaser and its financing sources financial and other pertinent information regarding Four Seasons as may be reasonably requested event that any such additional capital funding is provided by the PurchaserIoneer Members and/or Investor, the respective capital ownership of the Ioneer Members and Investor shall be adjusted correspondingly, and (iii) assisting the Purchaser and its financing sources in the preparation of (A) an offering document of the Purchaser for any debt raised to complete the Arrangement and (B) materials for rating agency presentations by the Purchaser, (iv) assisting the Purchaser and its financing sources attending to matters relating to title, (v) reasonably cooperating with the marketing efforts of Purchaser and its financing sources for any debt raised by Purchaser to complete the Arrangement, (vi) forming new direct or indirect subsidiaries, and (vii) having officers execute, without personal liability, any reasonably necessary officers’ certificates or management representation letters to Four Seasons’ accountants to issue unqualified reports with respect to the financial statements to be included in any offering documents; provided that none of Four Seasons or any subsidiary shall event, the minimum debt to equity ratio set forth in Section 5.9(b) must be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. The Purchaser shall, promptly upon request by Four Seasons, reimburse Four Seasons for all reasonable out-of-pocket costs (including legal fees) incurred by Four Seasons or its subsidiaries and their respective advisers, agents and representatives in connection with such cooperationmaintained. (3) All non-public or otherwise confidential information regarding Four Seasons obtained by Purchaser or its representatives pursuant to paragraph (2) above shall be kept confidential in accordance with the Confidentiality Agreements.

Appears in 2 contracts

Samples: Unit Purchase and Subscription Agreement (Ioneer LTD), Unit Purchase and Subscription Agreement (Ioneer LTD)

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Debt Financing. (1) The Purchaser shall use its commercially reasonable efforts to arrange the Debt Financing as promptly as practicable after the date hereof, including using commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to the Purchaser in such definitive agreements that are within its control. In the event any portion of the Debt Financing becomes unavailable, the Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources as promptly as practicable. The Purchaser shall give Four Seasons prompt notice of any material breach by any party of the Commitment Letter or any termination of the Commitment Letter. The Purchaser shall keep Four Seasons informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing. For the avoidance of doubt, if the Debt Financing has not been obtained, the Purchaser shall continue to be obligated to consummate the Arrangement on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2 of this Agreement and to the Purchaser’s 's rights under Sections 8.2(2) and 8.2(3). (2) Four Seasons agrees to provide, shall cause its subsidiaries to provide and shall use its commercially reasonable efforts to have its and their representatives (including counsel, financial advisors and auditors) provide, all commercially reasonable cooperation in connection with the arrangement of the Debt Financing or any other financing transactions contemplated by the Purchaser in connection with the consummation of the transaction contemplated hereby, as may be reasonably requested by the Purchaser (and, without limitation, such requested cooperation shall not unreasonably interfere with the ongoing operations of Four Seasons and its subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) making available to the Purchaser and its financing sources financial and other pertinent information regarding Four Seasons as may be reasonably requested by the Purchaser, (iii) assisting the Purchaser and its financing sources in the preparation of (A) an offering document of the Purchaser for any debt raised to complete the Arrangement and (B) materials for rating agency presentations by the Purchaser, (iv) assisting the Purchaser and its financing sources attending to matters relating to title, (v) reasonably cooperating with the marketing efforts of Purchaser and its financing sources for any debt raised by Purchaser to complete the Arrangement, (vi) forming new direct or indirect subsidiaries, and (vii) having officers execute, without personal liability, any reasonably necessary officers' certificates or management representation letters to Four Seasons' accountants to issue unqualified reports with respect to the financial statements to be included in any offering documents; provided that none of Four Seasons or any subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. The Purchaser shall, promptly upon request by Four Seasons, reimburse Four Seasons for all reasonable out-of-pocket costs (including legal fees) incurred by Four Seasons or its subsidiaries and their respective advisers, agents and representatives in connection with such cooperation. (3) All non-public or otherwise confidential information regarding Four Seasons obtained by Purchaser or its representatives pursuant to paragraph (2) above shall be kept confidential in accordance with the Confidentiality Agreements.

Appears in 1 contract

Samples: Acquisition Agreement (Triples Holdings LTD)

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