Financing Covenant. To the extent permitted under the Mezzanine Loan Agreement and the agreements entered into in connection with the Repurchase Finance Assumption Transactions, CT Legacy REIT Mezz Borrower may finance or refinance Legacy Assets. CT Legacy REIT Mezz Borrower covenants and agrees that, in pursuing any such financing or refinancing, whether before or after the satisfaction of the Mezzanine Loan Agreement, CT Legacy REIT Mezz Borrower will in good faith undertake to obtain any such financing or refinancing of the Legacy Assets or any other new debt on the most favorable prevailing market-based terms available under the circumstances, including with respect to any financing obtained from any stockholder of CT Legacy REIT Mezz Borrower, CT, or any Affiliate thereof, and CT Legacy REIT Mezz Borrower will enter into such financings, refinancings or any other debt only to the extent that it maximizes the return on the Legacy Assets to all of its shareholders and is not intended to unfairly delay the distribution of dividends to its shareholders.
Financing Covenant. (a) Parent, CPT, CPT Merger Sub, and Inuvo Merger Sub shall use their respective reasonable best efforts to do, or cause to be done all things necessary, proper or advisable to arrange and obtain the Financing.
Financing Covenant. For a period beginning on the Closing Date and ending on the date that is thirty-six (36) months after the Closing Date, the Company shall not enter into any agreement for an equity line of credit if such agreement does not include the Purchaser as party thereto.
Financing Covenant. In the event that the Seller Parties have opportunities to expand the Business which, but for the existing limitations under both the Seller Parties’ Citibank Letter of Credit and available Working Capital as deployed in the Ordinary Course consistent with current working capital levels, the Seller Parties would pursue, the Seller Parties shall promptly inform the Purchaser and the Seller Parties and the Purchaser shall use their respective Best Efforts to enter into an arms-length, market agreement for a loan or other credit arrangement of up to $20.0 million USD from the Purchaser to the Seller Parties for the purchase of gold, to the fullest extent permitted by governmental regulations.
Financing Covenant. (a) Parent agrees 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 to arrange and on or prior to the Closing Date obtain any debt financing necessary for Purchaser to consummate the transactions contemplated by this Agreement.
Financing Covenant. (a) Seller agrees to use commercially reasonable efforts to provide such cooperation as may be reasonably requested by Buyer, at Buyer’s expense and solely as an accommodation to Buyer, in connection with the arrangement of any financing to be consummated with respect to the transactions contemplated hereby; provided that (i) such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Affiliates and (ii) none of Seller and its Affiliates shall have any liability or obligation under 50 any agreement or document related to such financing or otherwise be required to incur any liability or obligation in connection with such financing.
Financing Covenant. VRDT covenants and agrees to obtain at or before Closing a conditional financing commitment from a third party or parties that provides for, upon achievement of performance milestones related to the Company, sufficient financing to support the mutually agreed initial development budget and timeline of the Company and its subsidiaries.
Financing Covenant. (a) Parent agrees 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 to arrange and on or prior to the Closing Date obtain any debt financing necessary for Purchaser to consummate the transactions contemplated by this Agreement. (b) Seller agrees to use reasonable best efforts to provide, and to cause the Company and its Subsidiaries to provide, such cooperation as is reasonably requested by Purchaser, at Purchaser’s expense and solely as an accommodation to Purchaser, in connection with the arrangement of any financing to be consummated with respect to the transactions contemplated hereby (it being agreed and understood that it is not a condition to Closing under this Agreement for Purchaser to obtain any financing); provided that such requested cooperation does not (i) unreasonably interfere with the ongoing operations of the Company, (ii) cause any breach of this Agreement or cause any condition of this Agreement not to be satisfied, (iii) conflict with, violate or breach any applicable Law, the Organizational Documents of the Company or any material Contract to which the Company is a party, (iv) result in a waiver of the attorney-client privilege or the protection of attorney work-product (provided that the withholding party shall use its reasonable best efforts to allow for such access (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege) or (v) require participation by Seller in any road shows. If any material is withheld by the Company pursuant to this Section 5.15(b), the Company shall, to the extent possible without violating legal restrictions or risking a loss of attorney client privilege, inform Purchaser as to the general nature of what is being withheld. All information exchanged pursuant to this Section 5.15(b) shall be subject to the Confidentiality Agreement (it being understood and agreed that Purchaser will be permitted to disclose such information to any financing sources or prospective financing sources that are or may become parties to any financing to be consummated with respect to the transactions contemplated hereby (and, in each case, to their respective counsel and auditors) so long as such information is furnished by Purchaser subject to customary confidentiality undertakings in connection with such financing). Notwithstanding the foregoing or anything in this Agreement to the contrary, (A) neither Sell...
Financing Covenant. (a) Parent and Merger Sub acknowledge and agree that, except for its obligations under Section 5.14, the Group Companies and their Affiliates and its and their respective Representatives shall not (prior to the Effective Time) have any responsibility for, or incur any liability to any person under, any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to Section 5.14 and that Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company and its affiliates and its and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Financing and any information utilized in connection therewith, except in each case for losses, damages, claims, costs or expenses resulting from (i) the bad faith, gross negligence or willful misconduct of the Group Companies or any of the Affiliates or its or their Representatives or (ii) any breach by the Group Companies of their obligations under this Agreement.
Financing Covenant. The parties acknowledge and agree that it is the intention of Artemis to effect the Financing primarily by way of an equity offering. To the extent that any portion of the Financing or the Initial Cash Payment is financed or raised through the incurrence of indebtedness, including any indebtedness incurred through the issuance of Convertible Securities, such indebtedness shall be incurred by Artemis and all such indebtedness shall be: (a) borrowed from the Committed Investor or an Affiliate thereof; (b) unsecured; and (c) subordinated and postponed to the obligations of Artemis and the Purchaser pursuant to this Agreement and the Second Payment Note.
