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.
(b) As applicable, Parent, CPT, CPT Merger Sub, and Inuvo Merger Sub shall give Inuvo prompt notice of any fact, change, event or circumstance that is reasonably likely to have, individually or in the aggregate, a material adverse impact on any portion of the Financing necessary for the satisfaction of all of Parent’s, CPT’s, CPT Merger Sub’s, and Merger Sub’s obligations under this Agreement.
(c) Prior to the Effective Time, Inuvo and its Subsidiaries shall use reasonable best efforts to, and shall use reasonable best efforts to cause their respective Representatives to, cooperate with Parent, CPT, CPT Merger Sub, and Inuvo Merger Sub as necessary in connection with the Financing as may be reasonably requested by Parent, CPT, CPT Merger Sub, or Inuvo Merger Sub, at CPT’s sole expense.
(d) CPT, Parent, CPT Merger Sub, and Inuvo Merger Sub shall cause the Financing to occur as promptly as practicable following the Execution Date and in no event later than May 31, 2019, which date may be extended by thirty (30) day increments with the consent of Inuvo, which consent may be withheld in the sole discretion of Inuvo. If the Financing does not occur by May 31, 2019, subject to Inuvo’s right to extend such time period, CPT shall be in material breach of this Section 6.17.
(e) Notwithstanding anything in this Section 6.17 to the contrary, in fulfilling its obligations pursuant to this Section 6.17, neither Inuvo nor any of its Subsidiaries shall be required to take any action that would: (i) in the reasonable judgment of Inuvo after consultation with its outside legal counsel, (A) result in the contravention of, or would reasonably be expected to result in a violation or breach of, or a default under, the charter or organizational documents of Inuvo, or any Subsidiary, any applicable Legal Requirement or under any Material Inuvo Contract or (B) require disclosure of information if, in the reasonable judgment of Inuvo, such disclosure would cause significant competitive harm to Inuvo or its Subsidiaries if the transactions contemplated by this Agreement are not consummated; (C) require Inuvo to provide access to or disclose information that Inuvo reasonably determines would result in a loss or waiver of attorney-client privilege of Inuvo or 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. 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) 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 any agreement or document related to such financing or otherwise be required to incur any liability or obligation in connection with such financing.
(b) Buyer shall be responsible for all fees and expenses related to any financing to be consummated in connection with the transactions contemplated hereby. Accordingly, notwithstanding anything to the contrary in Section 7.6, Buyer shall promptly reimburse Seller and its Affiliates, as applicable, for all out-of-pocket costs and expenses (including attorneys’ fees) incurred by Seller and its Affiliates in connection with such cooperation or otherwise in connection with any such financing. Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all losses, damages, obligations or liabilities suffered or incurred by them in connection with any such financing and any information utilized in connection therewith.
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 Transfer, sufficient financing to support the mutually agreed initial development budget and timeline of LTC.
Financing Covenant. The Company shall submit to Investor quarterly certification of compliance with the covenant set forth in Section 6.2(a).
Financing Covenant. (a) Buyer shall 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 the Financing as promptly as practicable and in a timely fashion on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (a) maintain in effect the commitment for the Financing set forth in the Commitment Letter, (b) negotiate and execute definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including any flex terms in the Commitment Letter) and (c) satisfy (and cause its Affiliates to satisfy), on a timely basis, taking into account the expected timing of the Marketing Period, all conditions applicable to Buyer and its Affiliates in such Commitment Letter and the definitive agreements related thereto that are within its or its Affiliates’ control. In the event that all conditions to the commitment of any counterparty to the Commitment Letter providing such Financing have been satisfied, Buyer shall take reasonable best efforts to cause the lenders and the other Persons providing the Financing to fund when required hereunder the Financing required to consummate the Transactions contemplated hereby. Buyer shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under the Commitment Letter (except in compliance with the flex provisions of the Fee Letter as in effect as of the date hereof), if such amendment, modification or waiver reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount), amends the conditions precedent to the Financing in a manner that would reasonably be expected to delay or prevent the Closing Date or make the funding of the Financing less likely to occur, adversely impacts the ability of Buyer to enforce or cause the enforcement of its rights under any of the Commitment Letter or the definitive agreements relating thereto or imposes additional material obligations on the Company, or other Acquired Businesses prior to the Closing Date. If any portion of the Financing becomes unavailable on the terms (including any applicable flex terms) and conditions contemplated in the Commitment Letter, or Buyer becomes aware of any event or circumstance that could reasonably be expected to make any portion of the Financing unavailable on the terms (including any ap...
Financing Covenant. As recited in the definition of "permitted indebtedness," the total "permitted indebtedness" may only be expanded to the extent that the Company's accounts receivable plus inventory balances on a consolidated basis less the outstanding balance under the Company's current or any future bank syndication and/or international working capital lines of credit exceed the amount owed by the Company to the Investor. The Company shall submit to Investor quarterly certification of compliance with the foregoing financing covenant.
