Efforts to Obtain Financing Sample Clauses

Efforts to Obtain Financing. The Buyer Parties shall use their commercially reasonable efforts to obtain, as soon as reasonably practicable after the date hereof, at least $65,000,000 of gross equity financing on terms commercially acceptable to the Buyer Parties to enable the Buyer Parties to pay the Cash Purchase Price at Closing and to consummate the transactions contemplated under this Agreement (the “Financing”). Without limiting the generality of the foregoing, the Buyer Parties shall (i) commence arrangement of the Financing concurrently with the Parties’ execution and delivery of this Agreement and diligently pursue the arrangement of the Financing thereafter, (ii) cause any conditions to the Financing to be fulfilled in accordance with their terms as soon as reasonably practicable and (iii) expeditiously seek to obtain any replacement equity financing on terms commercially acceptable to the Buyer Parties if it becomes reasonably likely that the Buyer Parties will be unable for any reason to timely consummate all or any portion of the Financing initially arranged by them or on their behalf. Upon consummation of the Financing, Buyer Parent shall contribute to Buyer sufficient funds from the proceeds thereof to enable Buyer to pay the Cash Purchase Price at Closing and to consummate the transactions contemplated under this Agreement. Seller shall (and shall cause the Company and the respective Affiliates and representatives of Seller and the Company to) reasonably cooperate with Buyer Parent with respect to Buyer Parent’s arranging of the Financing, as Buyer Parent may reasonably request, at the cost and expense of the Buyer Parties.

Efforts to Obtain Financing. (a) Prior to the Closing, Buyer shall (i) 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 reasonably advisable to obtain and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letter (including the exercise of “flex” provisions in the related fee letter) as promptly as practicable (and in any event, at or prior to Closing), including using commercially reasonable efforts to (A) maintain in full force and effect the Debt Commitment Letter until consummation of the transactions contemplated by this Agreement, (B) negotiate and execute definitive agreements with respect to the Debt Financing on the terms and conditions contained in the Debt Commitment Letter (including any “flex” provisions applicable thereto) or on such other terms that would not (1) reasonably be expected to adversely affect Buyer's ability to consummate the transactions contemplated hereby, (2) reduce the aggregate amount of the Debt Financing below the amount necessary to consummate the transactions contemplated hereby or (3) impose new or additional conditions or expand upon (or amend or modify in any manner adverse to the interests of the Group Companies) (such definitive agreements, the “Definitive Financing Agreements”) and (C) satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to Buyer in the Debt Commitment Letter and such Definitive Financing Agreements that are within the control of the Buyer (other than any condition where the failure to be so satisfied is primarily the result of the Seller’s or the Group Companies’ failure to provide the cooperation described in this Section 5.14) and to consummate the Debt Financing at or prior to the Closing and (ii) comply with their obligations under the Debt Commitment Letter. Buyer shall keep the Seller and the Company informed on a reasonably current basis in reasonable detail of any significant developments concerning the status of the Debt Financing. Buyer shall provide the Seller and the Company, upon reasonable request, with copies of any Definitive Financing Agreements and such other information and documentation regarding the Debt Financing as shall be reasonably necessary to allow the Seller and the Company to monitor the progress of such financing activities. (b) In the event any portion of the Debt Financing becomes unavailable on the terms and conditio...

Efforts to Obtain Financing. 2 6.4 Confidentiality............................................................................................................................ 2

Efforts to Obtain Financing. (a) Buyer shall use its best efforts to arrange and consummate financing within the ninety (90) days after the date of this Agreement in the form of net cash proceeds on hand from public offerings of Buyer’s equity securities and/or availability ready to draw at the Closing under one or more debt financing facilities of Buyer (including under any accordion feature thereof that will be available by its terms at the Closing) in an aggregate amount not less than the Purchase Price (the “Financing”). (b) No later than sixty (60) days after the date of this Agreement (or if such day is not a Business Day, then on the next Business Day), Buyer shall deliver to Seller: (i) debt commitment letters for term loans or credit facilities of $125 million on reasonable and customary terms and conditions and from lenders of national reputation (the “Debt Commitment Letters”); and (ii) a written update on the equity financing process to the extent it has not been completed within such sixty (60) day period, including, but not limited to, Buyer’s expected schedule for completion. In the five (5) Business Day period following delivery of such Debt Commitment Letters and the written update, Buyer will make the Representatives of Buyer that are responsible for the Financing reasonably available by phone to answer questions of Seller and its Representatives regarding the status of the Financing and the Debt Commitment Letters. (c) On the day that is ninety (90) days after the date of this Agreement (or if such day is not a Business Day, then on the next Business Day), Buyer shall deliver a certificate signed on behalf of Buyer by its chief financial officer for the benefit of Seller stating as of such date that (i) Buyer has on hand the amount of net cash proceeds of public offerings of Buyer’s equity securities stated in such certificate, (ii) Buyer is in full compliance with and fully performing as contemplated in the Debt Commitment Letters, (iii) Buyer has not received any notice, written or oral, that the transactions contemplated by the Debt Commitment Letters and the proposed Financing will not be consummated, (iv) Buyer reasonably believes, assuming the counterparties to the Debt Commitment Letters perform as contemplated therein, that the Financing will be available at the Closing, and (v) that attached to such certificate is reasonable supporting evidence (e.g. in the form of correspondence from debt financing sources containing supporting representations) for the bel...

Efforts to Obtain Financing. Prior to the Closing Date, RARE shall, and as applicable shall cause the other Seller and the Transferred Subsidiaries and management of the Sellers and the Transferred Subsidiaries to, cooperate in all reasonable and customary respects with Purchaser and Purchaser’s agents to facilitate the consummation of the Financings, including cooperating with the Lender’s and Sale-Leaseback Buyer’s diligence efforts; making senior management of the Bugaboo Creek Steak House Concept available for rating agency meetings, lender meetings and other communications with prospective lenders or investors as the Lender may reasonably request, cooperating with Purchaser to obtain title insurance policies and surveys relating to the Real Property; delivering customary affidavits and closing certificates in form reasonably acceptable to RARE in connection with the Financing; and cooperating with Purchaser to obtain landlord estoppel certificates and landlord consents to leasehold mortgages on the Leased Real Property.

Efforts to Obtain Financing. The obligations of Buyers under this Agreement are not contingent on the availability of financing. Buyers will, if necessary to fulfill their obligations under this Agreement, use their reasonable best efforts to arrange financing for the transactions contemplated by this Agreement on customary terms and conditions, including (i) negotiating and entering into definitive agreements for such financing as soon as reasonably practicable, (ii) satisfying on a timely basis all conditions and covenants applicable to Buyers in such definitive agreements, (iii) consummating Buyers' financing at or prior to the Closing if all conditions to closing contained in ARTICLE VII are satisfied, waived, or would be satisfied if the Closing had occurred, and (iv) enforcing its rights under such definitive documents or any other contractual commitment to provide such financing obtained by Buyers. Buyers will give prompt notice to Sellers if for any reason the Buyers believe in good faith that it will not be able to obtain all or any portion of the financing contemplated to be arranged by it. As soon as reasonably practicable, but in any event within five (5) Business Days after Sellers deliver a written request, Buyers will provide any information reasonably requested by Sellers relating to any financing being arranged by Buyers.

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Third Party Financing If Product acquisitions are financed through any third party financing, Contractor may be required as a condition of Contract Award to agree to the terms and conditions of a “Consent & Acknowledgment Agreement” in a form acceptable to the Commissioner.
Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:
Operations Prior to the Closing Date (a) From the date of this Agreement until the Closing, Sellers shall, except as otherwise expressly contemplated by this Agreement or as consented to in writing by Buyer, operate the Business in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, Sellers shall: (i) use commercially reasonable efforts to keep and maintain the Purchased Assets in good operating condition and repair; (ii) maintain the business organization of the Business intact; (iii) use commercially reasonable efforts to preserve the goodwill of the regulators, customers, suppliers, contractors, licensors, employees and others having business relations with the Business; (iv) not take or fail to take any action that could result in the occurrence of an “Additional Default Event” (as defined in that certain Letter Agreement, dated as of October 3, 2023, by and between Seller 1 and Vertical Investors, LLC (the “Letter Agreement”)); and (v) use best efforts to comply with the terms and conditions of the Letter Agreement. (b) Except as expressly contemplated by this Agreement or with the express written approval of Buyer, no Seller shall, directly or indirectly: (i) sell, lease, license, assign, transfer or otherwise dispose of, or agree to sell, lease, license, assign, transfer or otherwise dispose of, (A) any assets that are material to the Business (other than the Excluded Assets) or (B) any assets to an equity holder of a Seller or any of their respective Affiliates; (ii) declare or make any dividend or payment of cash to, or pay, loan or advance any amount to, any equity holder of a Seller or any of their respective Affiliates; (iii) make any material change in the Business or its operations, acquire (including by merger or consolidation) any business or entity, or otherwise acquire any material asset; (iv) adopt a plan of complete or partial liquidation, dissolution, merger or consolidation; (v) amend any of its Organizational Documents; (vi) increase or decrease the level of inventory of the Business or make any change in the inventory purchasing patterns, stocking levels or production practices of the Business; (vii) take actions that may result, or would result, in payments to, or accounts receivable being created for the benefit of, a Seller sooner than is usual in the ordinary course of business consistent with past practice; (viii) grant to any Employee of a Seller any increase in compensation (other than increases in the ordinary course of business consistent with past practice to employees that are not in senior management or executive positions) or pay or agree to pay to any Employee of a Seller any bonus, severance or termination payment not previously agreed upon and provided in any Benefit Plan or other written agreements made available to Buyer (or otherwise required by applicable law); (ix) make any material change in the manner in which a Seller extends discounts, credits or warranties; (x) make any capital expenditures or payment in excess of $10,000 (individually or in the aggregate), or enter into any Contract therefor; (xi) enter into, modify, amend, terminate or grant any consent or waiver under any Transferred Contract, or any other Contract involving more than $15,000, except for the renewal of any such Contract upon its expiration in accordance with its terms; (a) make any change in any method of accounting or accounting practice or policy; (xii) fail to preserve intact the Business’s and Sellers’ relationships with their employees, agents, customers, suppliers and other Persons having contacts with a Seller or the Business; (xiii) terminate or fail to renew any Permit or have any Permit revoked or suspended; (xiv) abandon, sell, assign, transfer, covenant not to sue, enter into a coexistence Contract, or grant any exclusive license or with respect to, or otherwise create an Encumbrance with respect to any Company IP; or (xv) enter into any Contract to do any of the things described in subsections (i) through (xv) above or authorize any of, or commit or agree to take any of, such actions.
Additional Agreements; Reasonable Efforts Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation and filing of the 8-K, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contesting any legal proceeding relating to the Merger and (iv) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, TCG and WWNI agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the stockholder votes with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.
Efforts to Close (a) GenVec and Diacrin shall each use its commercially reasonable efforts, and Diacrin shall, to the extent within its control, cause the Diacrin Subsidiary to use its commercially reasonable efforts (not to require the payment of any money, other than reimbursement of minor out-of-pocket expenses, to any third party), to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.2 above, and (ii) take or cause to be taken all action necessary or desirable on its part so as to permit consummation of the Merger at the earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the parties. (b) Diacrin shall give prompt notice to GenVec, and GenVec shall give prompt notice to Diacrin, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin or GenVec, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate the Merger of, any party hereto.
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.
Authorization to File Financing Statements; Ratification Such Grantor hereby authorizes the Collateral Agent to file, and if requested will deliver to the Collateral Agent, all financing statements and other documents and take such other actions as may from time to time be requested by the Collateral Agent in order to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Collateral Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real Property to which the Collateral relates. Such Grantor also agrees to furnish any such information to the Collateral Agent promptly upon request. Such Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
Authorization to File Financing Statements Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.
Operations Prior to Closing (a) Seller agrees to operate the Property between the Execution Date and the Closing Date in the same general manner as Seller has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force. (b) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which Seller is bound or to which the Real Property, or any of them, are subject, and which will be binding upon Buyer or a lien upon such Real Property, after the Closing. (c) Seller shall notify Buyer promptly of Seller's receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof. (d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by Seller upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination. (e) Except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, Seller shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on Buyer's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to Buyer. Further, except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, or as set forth above, Seller shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit). (f) Seller shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of Buyer, except those made by Seller pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as required under any Lease. (g) Seller shall timely xxxx all tenants for all rent billable under Leases, and use commercially reasonable efforts to collect any rent in arrears. (h) Seller shall notify Buyer of any tax assessment disputes (pending or threatened) prior to Closing, and from and after the Due Diligence Expiration Date, Seller not agree to any changes in the real estate tax assessment, nor settle, withdraw or otherwise compromise any pending claims with respect to tax assessments relating to the current or any subsequent year, without Buyer's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. If any proceedings shall result in any reduction of assessment and/or tax for the tax year in which the Closing occurs, it is agreed that the amount of tax savings or refund for such tax year, less the reasonable fees and disbursements in connection with such proceedings, shall be apportioned between the parties as of the date real estate taxes are apportioned under this Agreement. All refunds relating to any tax year prior to the Closing shall be the sole property of Seller, and all refunds relating to any year subsequent to the year in which Closing occurs shall be the sole property of Buyer. Each party agrees to promptly remit to the other any refund received by it which is the property of the other. (i) Seller shall notify Buyer promptly of the occurrence of any of the following: (i) Receipt of notice from any governmental or quasi-governmental agency or authority or insurance underwriter relating to the condition, use or occupancy of the Real Property, or any portion thereof; (ii) Receipt of any notice of default from any tenant or from the holder of any lien or security interest in or encumbering the Real Property, or any portion thereof; (iii) Notice of any actual or threatened litigation against Seller or affecting or relating to the Real Property, or any portion thereof which may materially and adversely affect the Real Property or Seller's ability to consummate the transactions contemplated by this Agreement; and (iv) Vacancy of any demised Property by a tenant, other than in accordance with a scheduled lease termination.
Agreement as to Efforts to Consummate Subject to the terms and conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, its 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 under applicable Laws to consummate and make effective, as soon as reasonably practicable after the date of this Agreement, the transactions contemplated by this Agreement, including using its reasonable efforts to lift or rescind any Order adversely affecting its ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9; provided, that nothing herein shall preclude either Party from exercising its rights under this Agreement. Each Party shall use, and shall cause each of its Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement.

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