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:
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.
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. (a) Each of Heinz and Kraft 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”).
Debt Matters. The Credit Agreement Termination shall have been obtained.
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. (t) Penn West Partnership shall repay AmalgamationCo the balance owing under of the Canetic APF Notes assumed by Penn West Partnership;
Debt Matters. (a) From and after the date of this Agreement, and through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, the Company shall, and shall cause each of its Subsidiaries and each of its and their Representatives to, use its respective commercially reasonable efforts to provide all cooperation as may be reasonably requested by Parent to assist Parent in any repayment of the Company’s debt obligations at or following the Closing, including in each case taking all customary actions as may be necessary or desirable to effect any such transactions.
Debt Matters. (a) Prior to the Closing, each of DPSG and the DPSG Subsidiaries shall, and shall use their reasonable best efforts to cause their respective Representatives and Affiliates to provide all customary cooperation as reasonably requested by Maple Parent in connection with the arrangement of the Debt Financing or any capital markets debt financing sought by Maple Parent or its Affiliates in connection with the Transactions in replacement of all or any portion of the Debt Financing (“Debt Securities”), including, without limitation (but, subject, in all cases to Section 7.08(b) hereof):
