Debt Matters Clause Samples
Debt Matters. (a) From and after the date of this Agreement until the Closing Date, the Company will, and will cause its officers, employees, agents and representatives to, use its reasonable best efforts to provide such cooperation as is reasonably requested by OmniLit in connection with the arrangement and obtainment of any debt financing in connection with the transactions contemplated hereby (any such debt financing, the “Debt Financing”) (including, whether in whole or in part, any amendment or replacement thereof), including:
(i) as promptly as reasonably practicable, timely furnishing to OmniLit and the Debt Financing Sources and their respective representatives any customary information regarding the Company and its Subsidiaries as may be reasonably requested by O▇▇▇▇▇▇;
(ii) assisting in preparation for and participation in marketing efforts (including lender meetings and calls), presentations, due diligence sessions and sessions with prospective lenders and other investors, including direct contact between senior management and the other representatives of the Company and its Subsidiaries, on the one hand, and any actual or potential Debt Financing Source, on the other hand and using reasonable best efforts to ensure that the Debt Financing Source benefits materially from existing lending relationships of the Company and its Subsidiaries;
(iii) assisting with the preparation of definitive financing documentation and facilitating the pledging of, and granting of liens on, collateral for the Debt Financing;
(iv) cooperating in satisfying the conditions precedent set forth in any definitive document relating to the Debt Financing; and
(v) providing at least five (5) Business Days prior to the Closing Date all documentation and information requested by O▇▇▇▇▇▇ and the Debt Financing Sources as is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001 and the requirements of 31 C.F.R. §1010.230, to the extent requested at least eight (8) Business Days prior to the Closing.
(b) The Company hereby consents to the use of the Company’s logos 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 or disparage the Company and its Subsidiaries.
(c) Notwithstanding anything herein to the contrary, OmniLit shall be permitted to disclose any information provided pursuant to th...
Debt Matters. If requested by AGM, AHL shall provide reasonable cooperation to AGM, Tango Holdings, AHL Merger Sub and AGM Merger Sub in arranging for, at the Closing, the termination or redemption of existing indebtedness (including of the Existing Credit Facilities) (collectively, the “Existing Debt”) of AHL and its Subsidiaries and the procurement of customary payoff letters and other customary release documentation in connection therewith. In the event that AGM determines in its reasonable discretion that it is necessary or desirable to obtain amendments or consents to any of the Existing Debt on or prior to the Closing Date, then AHL shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to cooperate, and to cause its Representatives to cooperate, with AGM in connection with the arrangement and consummation of any such amendments or consents to the Existing Debt and in each case, if requested by AGM, AHL shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary, proper, or advisable in connection therewith; provided, that, (a) such requested cooperation does not unreasonably interfere with the ongoing operations of AHL and its Subsidiaries prior to the Closing Date and is not otherwise determined in the good faith reasonable discretion of AHL, after consultation with AGM, not to be in the best interests of AHL to undertake prior to the Closing Date, (b) AHL shall not be required to incur any liability under any such amendments to the Existing Debt prior to the Closing Date unless contingent upon the occurrence of the Closing, and (c) the Closing shall in no event be conditioned or contingent upon any amendments to the Existing Debt.
Debt Matters. (a) For a period of 60 days after the date hereof (the “Consent Period”), the Company shall have the exclusive right to seek, and shall use its reasonable best efforts to obtain, the consent of the relevant number of holders under each of the Subject Notes (the “Noteholders”) to an amendment to the terms of the Subject Notes substantially on the terms set forth on Schedule A-1 and Schedule A-2 hereto, together with any modified terms (x) as may be acceptable to Parent or (y) that are reasonably necessary to meet the conditions set forth in Section 6.3(h)(i) (the “Noteholder Consents”). During the Consent Period, except upon the prior written request of the Company, Parent shall not, and shall cause its Representatives and Affiliates not to, schedule, participate in or initiate any meetings or communications with any of the Noteholders or, subject to Section 5.14, make any public statements with respect to the subject matter of this Section 5.19. Prior to commencing the solicitation of the Noteholder Consents pursuant to this Section 5.19(a), the Company shall provide Parent a reasonable opportunity to review and comment on the material documents by which the Noteholder Consents will be solicited or effected and will consider comments from Parent in good faith. As reasonably requested by Parent, the Company shall provide information regarding the status of the Noteholder Consent process.
(b) In furtherance of the provisions of this Section 5.19, Parent and the Company shall cooperate with the other party and use their reasonable best efforts to satisfy the conditions set forth in Section 6.3(h). For purposes of this Section 5.19, “reasonable best efforts” shall include the parties hereto taking actions consistent with the Company’s obligations under Section 5.17, subject to the terms set forth on Schedule A-3 hereto.
(c) Following the good faith determination by the Company that it has satisfied the conditions set forth in Section 6.3(h) (other than to the extent that any effective Noteholder Consent is conditioned upon the consummation of the Closing), the Company shall be entitled to notify Parent in writing of such determination (a “Consent Determination”). Following Parent’s receipt of such Consent Determination, the Company shall be deemed to have satisfied the conditions set forth in Section 6.3(h) in full (subject only to the effectiveness of the amendments to the Subject Notes prior to or substantially concurrently with the Closing), unless Parent d...
Debt Matters. VHT shall assign and transfer its interest in: (i) the VHI Note; and (ii) the EHT Note, to Viking in partial satisfaction of the amount owing by VHT to Viking pursuant to the VHT Note;
Debt Matters. Penn West Partnership shall repay AmalgamationCo the balance owing under of the Canetic APF Notes assumed by Penn West Partnership;
Debt Matters incur any Debt (except under Debt agreements existing on the date of the Agreement or the renewal of any swap or currency exchange agreements existing on the date of the Agreement) or guaranty of Debt, including through the issuance or sale of any debt securities (other than the obligation to reimburse Employees for travel and business expenses or Debt incurred in connection with the purchase of goods and services in the Ordinary Course of Business), or amend the terms of any Debt, loan or guaranty agreement;
Debt Matters. At least two (2) business days prior to the Offer Closing Date, the Company shall (or shall cause each of its applicable Subsidiaries to) use its reasonable best efforts to deliver to Parent the payoff letters and Lien and guarantee releases (collectively, the “Payoff Letters”) for all Indebtedness set forth in Section 7.11 of the Company Disclosure Letter, which Payoff Letters shall be in customary form and substance, relating to the repayment in full of all obligations thereunder or secured thereby, the termination of all commitments in connection therewith and the release of all Liens securing the obligations thereunder. At the Effective Time, Parent shall pay or cause to be paid, fully and in immediately available funds, any and all amounts due and payable in accordance with the Payoff Letters. In connection with the consummation of the Merger, the parties shall, and shall cause each of their respective applicable Subsidiaries to, use reasonable best efforts to cause the release of all Liens set forth on Section 7.11 of the Company Disclosure Letter as of the Effective Time.
Debt Matters. 55 Section 10.03. Closing Deliveries by Sellers and the Company. .................................................................55 ARTICLE XI ..................................................................................................................................................56 Section 11.03. Closing Deliveries by Purchaser. ..........................................................................................56 ARTICLE XII .................................................................................................................................................56 Section 12.01. No Other Representations or Warranties; Reliance .............................................................56 ARTICLE XIII ...............................................................................................................................................57 Section 13.01. Schedules, Exhibits and Certificates ....................................................................................57 Section 13.02. Costs and Expenses ..............................................................................................................57 Section 13.03. Successors and Assigns; Assignment ...................................................................................57 Section 13.04. Notices..................................................................................................................................58 Section 13.05. Headings. ..............................................................................................................................58 Section 13.06. Construction. ........................................................................................................................59 Section 13.07. Severability ..........................................................................................................................59 Section 13.08. Entire Agreement and Amendment ......................................................................................59 Section 13.09. No Waiver ............................................................................................................................60 Section 13.10. Parties in Interest ..................................................................................................................60 Section 13.11. Dispute Resolution; Governing Law; Jurisdiction and Venue. .............................................60 Section 13.12.
Debt Matters. The Credit Agreement Termination shall have been obtained.
Debt Matters. (a) Each of ▇▇▇▇▇ and ▇▇▇▇▇ shall, shall cause their respective Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide reasonable cooperation with the other party in connection with the refinancing of the Specified Notes on the Closing Date (if not refinanced before by Kraft) and the Kraft Credit Facility on the Closing Date (the “Kraft Debt Refinancing”).
(b) Kraft shall, shall cause the Kraft Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide reasonable cooperation with Heinz in arranging, consummating and funding any other financing deemed reasonably necessary or advisable by Heinz in connection with the Transactions, including, in each case, making ▇▇▇▇▇’▇ officers available to the arrangers and potential lenders of any such financings for a reasonable number of meetings at reasonable times, and providing all information reasonably requested by the arrangers and potential lenders of any such financings.
(c) Kraft shall use its reasonable best efforts to cause the administrative agent under the Kraft Credit Facility, by no later than the third Business Day prior to the Closing Date, to deliver to Kraft a customary payoff letter or similar document specifying the aggregate amount of obligations (including principal, interest, fees, expenses and other amounts payable under the Kraft Credit Facility) that will be outstanding as of the Closing Date.
(d) Notwithstanding any other provision in this Section 6.06 (but subject to the following sentence), (i) neither Kraft nor any Kraft Subsidiary shall be required to incur any monetary liability in connection with any financing or other arrangements contemplated under this Section 6.06 prior to the Closing or to cause any such arrangements to become effective or be funded prior to the Closing,