Financing and Financing Cooperation. (a) Parent shall, and shall cause its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing on the terms and conditions specified in the Commitment Letters or any Substitute Debt Financing (and, in any event, no later than the time at which the Closing is required to occur pursuant to Section 2.2), including using its reasonable best efforts to (i)(A) maintain in effect the Commitment Letters and comply with all of their respective covenants and obligations thereunder, (B) negotiate and, assuming all conditions to Closing set forth in Section 8.1 and Section 8.2 hereof have been satisfied, enter into and deliver definitive agreements with respect to the Financing reflecting the terms and conditions contained in the Commitment Letters, so that such agreements are in effect no later than the time at which the Closing is required to occur pursuant to Section 2.2 and (C) enforce their rights under the Commitment Letters and (ii) satisfy on a timely basis all the conditions to the Financing and the definitive agreements related thereto that are in Parent’s (or its Subsidiaries’) control. In the event that all conditions set forth in Article VIII have been satisfied or waived or, upon funding shall be satisfied or waived, and the Closing should otherwise occur pursuant to Section 2.2, Parent and its Affiliates shall use their reasonable best efforts to cause the Persons providing the Financing (the “Debt Financing Parties”) to fund the Financing at the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Sinclair Broadcast Group Inc)
Financing and Financing Cooperation. (a) Each of Parent shall, and Intermediate Parent shall cause use its Affiliates to, use reasonable best efforts to take, or use reasonable best efforts to cause to be taken, taken all actions, actions and to do, or cause to be done, all things necessary, advisable or proper or advisable to arrange, obtain and consummate the proceeds of the Financing on prior to the terms and conditions specified in the Commitment Letters or any Substitute Debt Financing (and, in any event, no later than the time at date upon which the Closing Merger is required to occur be consummated pursuant to Section 2.2)the terms hereof, including by using its reasonable best efforts to to: (i)(Ai) maintain in effect the Commitment Letters and comply with all of their respective covenants and obligations thereunderLetter, (Bii) negotiate and, assuming all conditions to Closing set forth in Section 8.1 and Section 8.2 hereof have been satisfied, enter into and deliver definitive agreements (which, with respect to the bridge facility documentation, shall not be required until reasonably necessary in connection with the funding of the Financing) with respect to the Financing reflecting (the “Definitive Agreements”) not less favorable to Parent, Intermediate Parent and Merger Sub with respect to conditionality than the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Commitment Letters, so that such agreements are in effect no later than the time at which the Closing is required to occur pursuant to Section 2.2 any related fee letter) and (C) enforce their rights under the Commitment Letters and (iiiii) satisfy (or, if deemed advisable by Parent, seek the waiver of) on a timely basis all conditions in the conditions to the Financing Commitment Letter and the definitive agreements related thereto Definitive Agreements that are in Parent’s (or under its Subsidiaries’) controlcontrol and comply with its obligations thereunder. In the event that all conditions set forth contained in Article VIII the Commitment Letter (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver of such conditions) have been satisfied or waived or, upon funding shall be satisfied or waived, and the Closing should otherwise occur pursuant to Section 2.2satisfied, Parent and its Affiliates Intermediate Parent shall use their reasonable best efforts to enforce its rights under the Commitment Letter and the Definitive Documents in a timely and diligent manner to cause the Persons providing the Financing (the “Debt Financing Parties”) Lenders to comply with their respective obligations thereunder, including to fund the Financing at the Effective TimeFinancing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AV Homes, Inc.), Agreement and Plan of Merger (Taylor Morrison Home Corp)
Financing and Financing Cooperation. (a) Parent shall, and shall cause use its Affiliates to, use reasonable best efforts to take, or use reasonable best efforts to cause to be taken, taken all actions, actions and to do, or cause to be done, all things necessary, advisable or proper or advisable to arrangeobtain the proceeds of the Financing, obtain and consummate if required, prior to the Financing on the terms and conditions specified in the Commitment Letters or any Substitute Debt Financing (and, in any event, no later than the time at date upon which the Closing Merger is required to occur be consummated pursuant to Section 2.2)the terms hereof, including by using its reasonable best efforts to to: (i)(Ai) maintain in effect the Commitment Letters and comply with all of their respective covenants and obligations thereunderLetter, (Bii) negotiate and, assuming all conditions to Closing set forth in Section 8.1 and Section 8.2 hereof have been satisfied, enter into and deliver definitive agreements (which, with respect to the bridge facility documentation, shall not be required until reasonably necessary in connection with the funding of the bridge portion of the Financing) with respect to the Financing reflecting (the “Definitive Agreements”) not less favorable to Parent and Merger Sub with respect to conditionality than the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Commitment Letters, so that such agreements are in effect no later than the time at which the Closing is required to occur pursuant to Section 2.2 any related fee letter) and (C) enforce their rights under the Commitment Letters and (iiiii) satisfy (or, if deemed advisable by Parent, seek the waiver of) on a timely basis all conditions in the conditions to the Financing Commitment Letter and the definitive agreements related thereto Definitive Agreements that are in Parent’s (or under its Subsidiaries’) controlcontrol and comply with its obligations thereunder. In the event that all conditions set forth contained in Article VIII the Commitment Letter (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver of such conditions) have been satisfied or waived or, upon funding shall be satisfied or waived, and the Closing should otherwise occur pursuant to Section 2.2, Parent and its Affiliates shall use their reasonable best efforts to enforce its rights under the Commitment Letter and the Definitive Documents in a timely and diligent manner to cause the Persons providing the Financing (the “Debt Financing Parties”) Lenders to comply with their respective obligations thereunder, including to fund the Financing at the Effective TimeFinancing, if required.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp), Agreement and Plan of Merger (William Lyon Homes)
Financing and Financing Cooperation. (a) Parent shall, and shall cause its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing or any Substitute Debt Financing on the terms and conditions specified in the Commitment Letters or any Substitute Debt Financing Letter (and, in any event, no later than the time at which the Closing is required to occur pursuant to Section 2.2), taking into account the anticipated timing of the Marketing Period, including using its reasonable best efforts to (i)(A) maintain in effect the Commitment Letters Letter and comply with all of their respective covenants and obligations thereunder, (B) negotiate and, assuming all conditions to Closing set forth in Section 8.1 and Section 8.2 hereof have been satisfied, enter into and deliver definitive agreements with respect to the Financing reflecting the terms and conditions contained in the Commitment LettersLetter, so that such agreements are in effect no later than the time at which the Closing is required to occur pursuant to Section 2.2 and (C) enforce their rights under the Commitment Letters Letter and (ii) satisfy on a timely basis all the conditions to the Financing and the definitive agreements related thereto that are in Parent’s (or its Subsidiaries’) control. In the event that all conditions set forth in Article VIII have been satisfied or waived or, upon funding shall be satisfied or waived, and the Closing should otherwise occur pursuant to Section 2.2, Parent and its Affiliates shall use their reasonable best efforts to cause the Persons providing the Financing (the “Debt Financing Parties”) to fund the Financing at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Nexstar Media Group, Inc.)
