Financing and Offering Assistance) Sample Clauses

Financing and Offering Assistance). The Purchaser shall pay all fees and expenses payable in connection with the Assumption Documents, including premiums for any endorsements to or re-date of the title insurance policy previously issued to the Existing Lenders, servicing fees, rating agency fees, assignment and assumption fees, legal fees and disbursements and processing fees required to be paid to the Existing Lenders as a condition to issuance of the Assumption Documents (collectively, the “Assumption Expenses”). If applicable, the Purchaser shall, promptly upon request by the REIT, reimburse the REIT for any reasonable out-of-pocket Assumption Expenses incurred by the REIT or any of the REIT Subsidiaries in connection with such cooperation under this Section 4.11.
Sample 1
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Financing and Offering Assistance). (a) The REIT shall, and shall cause each of the REIT Subsidiaries to, use commercially reasonable efforts to provide such cooperation to the Purchaser and its affiliates as the Purchaser may reasonably request in connection with the arrangements by the Purchaser to obtain any financing deemed reasonably necessary or advisable by the Purchaser in connection with the Arrangement (including to obtain new or amend any existing credit facilities or arrange for any alternative financing or private or public equity or debt securities offering to be issued or incurred, the “Financing”) and in connection with the assumption by the Purchaser of the Debentures (provided that (A) such request is made on reasonable notice and reasonably in advance of the Closing; (B) such cooperation does not unreasonably interfere with the ongoing operations of the REIT and the REIT Subsidiaries or unreasonably interfere with or hinder or delay the performance by the REIT and the REIT Subsidiaries of their obligations hereunder; (C) the REIT shall not be required to obtain the approval or consent of any Person including the REIT Unitholders or holders of the Debentures in connection with the Financing or the assumption of the Debentures; and (D) any actions taken hereunder are in compliance with Section 4.1), including (and subject to the foregoing), as so requested: (i) participating in a reasonable number of meetings and due diligence sessions with ratings agencies, actual or prospective lenders, arrangers, agents, initial purchasers and/or underwriters; (ii) subject to Laws and any Contract and the obtaining of any necessary consents in connection therewith, arranging for the removal of Liens by arranging for customary payoff letters, Lien terminations and releases and acknowledgements of discharge, in each case as may be reasonably requested by the Purchaser, provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time; (iii) cooperating reasonably with the proposed lenders’, arrangers’, agents’, underwriters’ and the Indenture Trustee’s (as trustee pursuant to the Trust Indenture) due diligence to the extent reasonable and customary (including executing customary authorization letters authorizing the distribution of information about the REIT and the REIT Subsidiaries to prospective sources of financing, which letters shall include, to the extent accurate and applicable, in the case of the public-side version of any such ma...
Sample 1

Related to Financing and Offering Assistance)

  • Financing Assistance O&M Contractor shall cooperate with Owner in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

  • Organization and Offering Expenses All expenses incurred by and to be paid from the assets of the Company in connection with and in preparing the Company for registration of and subsequently offering and distributing its Shares to the public, which may include but are not limited to, total underwriting and brokerage discounts and commissions (including fees of the underwriters' attorneys); expenses for printing, engraving and mailing; salaries of employees while engaged in sales activity; charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; and expenses of qualification of the sale of the securities under Federal and State laws, including taxes and fees, accountants' and attorneys' fees.

  • Organizational and Offering Services The Advisor shall perform all services related to the organization of the Company or any Offering or private sale of the Company’s securities, other than services that (i) are to be performed by the Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the SEC or any state.

  • Organizational and Offering Expenses All expenses incurred by or on behalf of the Company in connection with and in preparing the Company for registration of, and subsequently offering and distributing to the public, its Shares, whether incurred before or after the date of this Agreement, which may include but are not limited to: total underwriting and brokerage discounts and commissions including fees of the underwriters’ attorneys; expenses for printing, engraving and mailing; salaries of employees while engaged in sales activity; telephone and other telecommunications costs; all advertising and marketing expenses (including the costs related to investor and broker-dealer sales meetings); charges of transfer agents, registrars, trustees, escrow holders, depositories and experts; and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws, including accountants’ and attorneys’ fees and expenses.

  • Second Offense Where an employee tests positive, and the employee has previously participated in one program of treatment required by the Employer, the Employer may discharge the employee from employment. B. Suspensions and Transfers.

  • Mandatory Assistance If a third party dispute or litigation, or both, arises out of, or relates in any way to the services provided to the City under a Contract, Contractor , its agents, officers, and employees agree to assist in resolving the dispute or litigation upon City’s request. Contractor’s assistance includes, but is not limited to, providing professional consultations,

  • 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.

  • Regulatory Assistance Provider will permit regulators with jurisdiction over BFA or any BFA Recipient to examine Provider’s activities relating to its performance under this Agreement and the Services. Subject to Section 17.6, Provider will cooperate and provide all information reasonably requested by the regulator in connection with any such examination and provide reasonable assistance and access to all equipment, records, and systems requested by the regulator relating to the Services.

  • Termination Assistance Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State.

  • Other Assistance Assist SBEs in their efforts to obtain bonds, lines of credit and insurance. (Note that the Agency has a Surety Bond Program that may assist SBEs in obtaining necessary bonding.) The Agency-Assisted Contractor or Contractor(s) shall require no more stringent bond or insurance standards of SBEs than required of other business enterprises.

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