Financing and Indebtedness. During the period from the date of this Agreement to the Effective Time, the parties hereto shall cooperate in good faith to mutually determine and use reasonable best efforts to implement any necessary, appropriate or desirable arrangements, in anticipation of the consummation of the Merger and the other transactions contemplated by this Agreement, regarding each party’s and its Subsidiaries’ credit agreements, indentures or other documents governing or relating to indebtedness of the parties and their Subsidiaries, including arrangements by way of amendments, consents, redemption, payoff, new financing or otherwise, with respect to refinancing or retaining a party’s or its Subsidiaries’ credit agreements or senior notes.
Financing and Indebtedness. (a) During the period from the date of this Agreement to the Effective Time (i) upon request by King, Crown shall (and shall cause its Subsidiaries to), subject to applicable Law and the limitations set forth in Section 7.1, reasonably cooperate with King, including use reasonable best efforts to furnish King with all information concerning itself, its Subsidiaries, directors and officers and such other matters as may be reasonably necessary or advisable to implement any necessary, appropriate or desirable amendments to, or in connection with, the King Credit Facility to join or otherwise add Crown and its Subsidiaries as loan parties to the King Credit Facility, in each case effective simultaneously or substantially contemporaneously with the consummation of the Transactions; and (ii) the Parties hereto shall cooperate in good faith to mutually determine and use reasonable best efforts to implement any other necessary, appropriate or desirable arrangements in respect of King’s Indebtedness that will remain outstanding (including rolling over any letters of credit of Crown’s into King Credit Facility) in anticipation of the consummation of the Transactions.
(b) Immediately prior to the Closing, (i) the total commitments under the Crown Credit Agreement shall have been terminated and the Crown Credit Agreement and related agreements, instruments and other documents shall have been terminated, all loans thereunder shall have been repaid in full, together with interest thereon, all letters of credit, if any, issued thereunder shall have been terminated (or otherwise satisfied pursuant to arrangements reasonably satisfactory to King) and all other amounts owing pursuant to the such agreements shall have been repaid in full and (ii) all security interests and Encumbrances granted under the Crown Credit Agreement on the assets owned by Crown shall have been released or otherwise terminated.
Financing and Indebtedness. During the period from the date of this Agreement to the Effective Time, the Parties hereto shall cooperate in good faith to mutually determine and implement any necessary, appropriate or desirable arrangements, in anticipation of the consummation of the Transactions contemplated by this Agreement, regarding each Party’s indentures or other documents governing or relating to Indebtedness of the Parties.
Financing and Indebtedness. During the period from February 15, 2021 the date hereof to the Effective Time, the parties hereto shall cooperate in good faith to mutually determine and use reasonable best efforts to implement any necessary, appropriate or desirable arrangements, in anticipation of the consummation of the Merger and the other transactions contemplated by this Agreement, regarding each party’s and its Subsidiaries’ credit agreements, indentures or other documents governing or relating to indebtedness of the parties and their Subsidiaries, including arrangements by way of amendments, consents, redemption, payoff, new financing or otherwise, with respect to refinancing or retaining a party’s or its Subsidiaries’ credit agreements or senior notes.
Financing and Indebtedness. (a) SWM shall use its reasonable best efforts, in close collaboration with Neenah, to cause to be taken all actions necessary to obtain the Financing on the terms and subject to the conditions described in the Commitment Letter, including using its reasonable best efforts to: (i) maintain in effect the Commitment Letter and negotiate and enter into definitive agreements with respect to the Financing (A) on the terms and subject to the conditions reflected in the Commitment Letter or (B) on other terms that are acceptable to SWM and Neenah and that would not materially and adversely impact the ability of SWM to consummate the transactions contemplated by this Agreement without delay; (ii) comply without delay with all covenants, and satisfy without delay all conditions, required to be complied with or satisfied by SWM in the Commitment Letter and in such definitive agreements; (iii) cause the Financing to be consummated at such time or from time to time as is necessary for SWM to satisfy its obligations under this Agreement, including, without limitation, to refinance the outstanding Neenah credit facilities and term loan; (iv) pay any and all commitment or other fees in a timely manner that become payable by SWM under the Commitment Letter following the date of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, SWM shall not be required to, and SWM shall not be required to cause any other person to, commence, participate in, pursue or defend any action against or involving any of the persons that have committed to provide any portion of, or otherwise with respect to, the Financing. In the event any portion of the Financing becomes or would reasonably be expected to become unavailable on the terms and conditions contemplated in the Commitment Letter for any reason or the Commitment Letter shall be terminated or modified in a manner materially adverse to SWM or Neenah for any reason, SWM shall promptly so notify Neenah, and shall use its reasonable best efforts, in close collaboration and consultation with Neenah, to obtain, as promptly as practicable, and in no event later than the Termination Date, from the same and/or alternative financing sources alternative financing on terms not materially less favorable to SWM or Neenah than the terms of the Financing in an amount equal to the lesser of (i) an amount sufficient to consummate transactions contemplated by this Agreement (after taking into considerati...
Financing and Indebtedness. The Company does not have any material financial indebtedness, or material monetary liabilities or material obligations, whether accrued, absolute, contingent, asserted, present or future, except liabilities or obligations (i) stated or adequately reserved against in the Financial Statements, or (ii) incurred in the Ordinary Course of Business since the date of the Financial Statements;
Financing and Indebtedness. 9.1 No Consolidated Chello Company and, so far as the Sellers are aware, no Minority JV Company has any outstanding borrowing or indebtedness in the nature of borrowing, and has not agreed to create or incur any borrowing or indebtedness of that nature in the future, in each case other than:
(a) trade debts incurred in the ordinary course of a Consolidated Chello Company's or the Minority JV Company's business;
(b) loans created between Chello Group Companies;
(c) indebtedness in the nature of finance leases or capital leases; or
(d) the Loan Receivables.
9.2 No Consolidated Chello Company has provided a loan or other financial facility to a third party (other than to another Consolidated Chello Company) which remains outstanding as at the Signing Date or has agreed to provide a loan or financial facility of that kind in the future, in each case other than trade credit arising in the normal course of business.
9.3 No Consolidated Chello Company is liable under a guarantee, indemnity or under another agreement or arrangement to incur a financial or other obligation arising by reference to another person's obligation or liability (other than an obligation or liability of another Consolidated Chello Company).
9.4 No Consolidated Chello Company, or so far as the Sellers are aware, no Minority JV Company has any liability under any warranty or indemnity under any agreement or arrangement relating to any disposal of any asset or security by a Consolidated Chello Company or a Seller Group Company, which disposal completed at any time during a period of 2 years up to and including the Signing Date.
9.5 No Consolidated Chello Company has discounted or factored any of its material debts.
9.6 No Consolidated Chello Company and, so far as the Sellers are aware no Minority JV Company has received any call or demand made under any guarantee surety or indemnity given by (i) a Seller Group Company in respect of any Target Company, subsidiary undertaking of a Target Company, or JV Company or (ii) any Target Company, subsidiary undertaking of a Target Company, or JV Company in respect of the obligations of (a) a third party, (b) a Seller Group Company or (c) any other Target Company, subsidiary undertaking of a Target Company, or JV Company.
Financing and Indebtedness. The Parties shall cooperate to mutually determine and implement any necessary or appropriate arrangements, in anticipation of the consummation of the Combination, regarding each Party’s financing agreements, indentures and other documents relating to indebtedness of the Parties, including arrangements by way of amendments, consents, redemption, payoff, new financing or otherwise, with respect to retaining or refinancing a Party’s indebtedness.
Financing and Indebtedness. 51 8.9. Information; Access and Reports .......................................................................................51 8.10. Stock Exchange Listing and Delisting ...............................................................................53 8.11. Publicity .............................................................................................................................53 8.12.
Financing and Indebtedness. During the period from the date of this Agreement to the Effective Time, the parties hereto shall cooperate in good faith to mutually determine and use reasonable best efforts to implement any necessary, appropriate or desirable arrangements, in anticipation of the consummation of the Merger and the other transactions contemplated by this Agreement, regarding each party’s and its Subsidiaries’ credit agreements, indentures or other documents governing or relating to indebtedness of the parties and their Subsidiaries, including arrangements by way of amendments, consents, redemption, payoff, new financing or otherwise with respect to refinancing or retaining a party’s or its Subsidiaries’ credit agreements or senior notes and arrangements contemplated by that certain Bridge Commitment Letter, dated as of the date hereof, among Global Payments, BofA Securities, Inc., Bank of America, N.A. and JPMorgan Chase Bank, N.A. (together with the fee letters related thereto, the “Bridge Commitment Letter”), that certain Commitment Letter, dated as of the date hereof, among Global Payments, BofA Securities, Inc., Bank of America, N.A. and JPMorgan Chase Bank, N.A. (together with the fee letters related thereto, the “Permanent Financing Commitment Letter”) and that certain Engagement Letter, dated as of the date hereof, among Global Payments, BofA Securities, Inc., Bank of America, N.A. and JPMorgan Chase Bank, N.A. (the “Engagement Letter” and, together with the Bridge Commitment Letter and the Permanent Financing Commitment Letter, the “Commitment Letters”).
