Financial assistance whitewash Sample Clauses

Financial assistance whitewash. The Seller and the Buyer will take such steps, and procure the passing of such resolutions before Completion within their respective control (including by directors or shareholders of relevant Target Entities and the Buyer (as applicable)), and the lodgement of such documents with ASIC (including the lodgement of all ASIC forms required under section 260B(6) at least 14 days before the Scheduled Completion Date), in order to approve the transactions contemplated by this agreement and the giving of financial assistance (including the Debt Financing and the Debt Financing Documents) for the purposes of section 260A(1)(b) of the Corporations Act and: (a) the Seller will procure that Wesfarmers Curragh provides the Buyer with the proposed notice of meeting and any other document that will accompany the notice of meeting to be sent to the direct shareholders in each Target Entity for the purpose of approving the financial assistance before those documents are lodged with ASIC under section 260B(5) of the Corporations Act; (b) the Buyer will provide the Seller with the proposed notice of meeting and any other document that will accompany the notice of meeting to be sent to the shareholders of the Buyer for the purpose of approving the financial assistance before the document is lodged with ASIC under section 260B(5) of the Corporations Act; and (c) subject to clause 5.11(d), each of the Buyer and Seller will reasonably consider (and, to the extent reasonable, adopt) any comments provided by the other in connection with the resolutions to approve the financial assistance (and if the Buyer or Seller does not provide any comments within five days of the provision of such information they will be deemed not to have provided any comments); and (d) notwithstanding clause 5.11(c), each of the Buyer and the Seller acknoweldge that any resolutions or other documents to be lodged with ASIC in connection with the approval for the purposes of section 260A(1)(b) of the Corporations Act contemplated by this clause 5.11 will need to be reviewed by, and in a form and substance satisfactory to, the Debt Financing Parties (acting reasonably).
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Financial assistance whitewash. Prior to its conversion into a public limited company, Holdings and each Vidara Company, as applicable, shall undertake the procedures specified in subsection (2) to (11) of the section 60 of the Irish Companies Act 1963 (the “Whitewash Procedures”) so as to enable it to enter into and complete those elements of the Transactions (including without limitation the incurrence of any debt or the provision of any guarantees or collateral to secure any debt in connection with any Financing or Alternative Financing) which constitute the giving of financial assistance by Vidara in connection with the acquisition of its shares within the meaning of section 60 of the Irish Companies Xxx 0000. Prior to the Closing, promptly following the receipt of a written request from Holdings (and in any event prior to the undertaking of the Whitewash Procedures), Buyer shall provide such information as Holdings may reasonably require in order to effect the Whitewash Procedures, including a working capital statement in respect of Buyer and its Affiliates prepared by a reputable international accounting firm or investment bank acceptable to Holdings and in a form acceptable to Holdings in respect of a period of not more than 18 months following the making of any statutory declaration pursuant to the validation procedures specified in subsection (2) to (11) of section 60 of the Companies Xxx 0000; provided, that Holdings shall only be permitted to provide Buyer with one written request for information under this Section 5.24 and in no event shall Buyer be required to provide information in response to more than one written request received under this Section 5.24 save that where the Whitewash Procedures are carried out more than once, Vidara may request (and Buyer shall then provide) an update to information previously provided to Vidara to the extent necessary to keep such information current.
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Financial assistance whitewash. The relevant Group Members will undertake the "whitewash" procedure set out in Section 155 of the Companies Act 1985 so as to ensure that the relevant Group Members (acting by the directors to be appointed by the Buyer) can (i) repay the Term Debt without any liability on the Company or any of its directors and (ii) assume a new loan from the Buyer's funders and secure its assets in respect of the same (iii) receive an inter-company loan from the Buyer (or a member of the Buyer's Group) and undertake to repay such loan, with interest and the Buyer will procure that the directors mentioned in this paragraph will swear and execute such documents and attend such meetings of the Group Members as are necessary to complete such "whitewash" procedure and the Share Sellers shall procure that they exercise their voting rights, or procure the exercise by the relevant shareholder(s) in the relevant Group Members required, to approve any shareholder resolutions required in relation to the foregoing prior to Completion (including any consent to short notice and/or signing written resolutions in respect of the matters above).
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Related to Financial assistance whitewash

  • Financial Assistance Subject to the terms and conditions contained herein, the Director hereby grants to the Recipient financial assistance, as established in this section, for the sole and express purpose of paying or reimbursing the eligible costs certified to the Director under this Agreement for the completion of the Project.

  • OPWC Financial Assistance Subject to the terms and conditions contained herein, the OPWC hereby agrees to provide to the Recipient financial assistance not to exceed the amount as set forth in Appendix C of this Agreement for the sole and express purpose of paying or reimbursing the costs certified to the OPWC under this Agreement for the completion of the Project (the "Funds").

  • PROVISION OF FINANCIAL ASSISTANCE As authorized by Section II of this Agreement for the sole and express purpose of financing the Project defined and described in Appendix A of this Agreement, the estimated costs of which are set forth and described in Appendix D of this Agreement, the OPWC hereby agrees to provide financial assistance, subject to the terms and conditions contained in this Agreement, from the State Capital Improvements Fund which constitutes the proceeds of the Infrastructure Bonds, in an amount not to exceed One Hundred Ninety-Nine Thousand, One Hundred Seventy-Nine Dollars ($199,179). This financial assistance shall be provided in the form of a Grant. The OPWC Grant Control No. is CJ23U.

  • Disbursement of Financial Assistance Unless a different disbursement method is specified in that line of Exhibit C, “Financial Assistance Award,” OHA will disburse the Part A awards for MHS 28 Services provided under a particular line of the Financial Assistance Award containing an “A” in column “Part ABC” to County in substantially equal monthly allotments during the period specified in that line of the Financial Assistance Award, subject to the following: i. OHA may, after 30 days (unless parties agree otherwise) written notice to County, reduce the monthly allotments based on under- used allotments identified through MOTS and other reports in accordance with the “Reporting Requirements” and “Special Reporting Requirements” sections above or applicable special conditions; ii. OHA may, upon written request of County, adjust monthly allotments; iii. Upon amendment to the Financial Assistance Award, OHA shall adjust monthly allotments as necessary, to reflect changes in the funds awarded for MHS 28 Services provided under that line of the Financial Assistance Award; iv. OHA is not obligated to provide financial assistance for any MHS 28 Services that are not properly reported in accordance with the “Reporting Requirements” and “Special Reporting Requirements” sections above or as required in an applicable Specialized Service Requirement by the date 60 calendar days after the earlier of expiration or termination of this Agreement; termination of OHA’s obligation to provide financial assistance for MHS 28 Services; or termination of County’s obligation to include the Program Area in which MHS 28 Services fall within its CMHP; and v. OHA will reduce the financial assistance awarded for MHS 28 Services delivered under a particular line of Exhibit C, “Financial Assistance Award,” containing an “A” in column “Part ABC,” by the amount received by a Provider of MHS 28 Services as payment of a portion of the cost of the Services from an Individual receiving such Services with funds awarded in that line of the Financial Assistance Award.

  • PROVISION OF FINANCIAL ASSISTANCE GRANT As authorized by Section II of this Agreement for the sole and express purpose of financing the Project defined and described in Appendix A of this Agreement, the estimated costs of which are set forth and described in Appendix D of this Agreement, the OPWC hereby agrees to provide financial assistance, subject to the terms and conditions contained in this Agreement, from the State Capital Improvements Fund which constitutes the proceeds of the Infrastructure Bonds, in an amount not to exceed Seven Hundred Forty-One Thousand, Three Hundred Seventy-Four Dollars ($741,374). This financial assistance shall be provided in the form of a Grant. The OPWC Grant Control No. is CK17V.

  • Technical Assistance DFPS may provide informal support, guidance, clarification, and other forms of technical assistance via phone, email, and virtual meeting to resolve Grant or performance compliance issues. Grantee will document all such instances of technical assistance by DFPS in writing, including any implementation work.

  • Grant of Financial Assistance Subject to the terms and conditions contained herein, the OPWC hereby grants to the Recipient financial assistance not to exceed the amount, as set forth in Appendix C of this Agreement for the sole and express purpose of paying or reimbursing the costs certified to the OPWC under this Agreement for the completion of the Project.

  • Legal Assistance The Board shall give full support including legal and other assistance for any assault upon the employee while properly acting in the discharge of his/her duties.

  • Mutual Assistance The Parties will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out such terms and provisions.

  • Conditions to Financial Assistance and its Disbursement The Grantor's obligations hereunder, including its obligation to make financial assistance available to the Recipient pursuant to the terms of this Agreement, are contingent upon compliance by the Recipient with the following conditions: A. Recipient's acquisition and commitment of the Local Subdivision Contribution necessary for the completion of the Project, its compliance with all other provisions of this Agreement, and its compliance with the provisions of Chapter 164 of the Revised Code and Chapter 164-1 of the Administrative Code. The Recipient shall set forth in Appendix D of this Agreement a description of the manner or mechanisms of providing its local share of Project funds pursuant to division (D) of Section 164.05 of the Revised Code and Rule 164-1-21 (B)(6) of the Administrative Code. B. Recipient shall execute any and all other documents and certificates as deemed necessary by the Director, subject to the opinion of counsel to the Director, as well as any required by changes in State or Federal Law, on the date hereof or at any time hereafter in connection with the financial assistance and disbursement of moneys pursuant to this Agreement, including any amendments to this Agreement.

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