Financing Covenants. (a) The Parent and the Purchaser shall use their commercially reasonable efforts to arrange and obtain the Financing, including using their commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including the flex provisions) or on other terms taken as a whole, not materially less favorable to the Parent and the Purchaser, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicable.
(b) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable), (x) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or defini...
Financing Covenants. 57 8.08 Public Equity Transaction. . . . . . . . . . . . . . . . .58 8.09 Reconstituted Frontier Board of Directors. . . . . . . . .58 8.10
Financing Covenants. (a) Prior to the First Effective Time, the Company shall, and shall cause its Subsidiaries to, use its (and their) commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause its Representatives to, provide all cooperation that is reasonably requested by Parent to assist Parent or any of its Affiliates in the arrangement and syndication or placement of any third party debt financing for the purpose of financing the aggregate Cash Consideration, Merger Consideration and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and all related fees and expenses of Parent, Holdings, Purchaser and Merger Sub 2 or a refinancing of existing debt of Parent and/or its Subsidiaries (the “Financing”) (including, for the avoidance of doubt, the Commitment Letter Financing). Such cooperation shall include:
(i) having the Company designate members of senior management of the Company to execute customary authorization letters with respect to Offering Documents and making senior management of the Company and its Subsidiaries available to participate in a reasonable number of informational meetings, presentations, road shows and due diligence sessions and drafting sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies and otherwise cooperating with the marketing efforts for any financing;
(ii) providing reasonable and timely assistance with the preparation of offering and syndication documents and materials, including for investor and lender presentations, offering memoranda, prospectuses private placement memoranda, information memoranda and packages, rating agency materials and presentations, and similar documents and materials and any supplements thereto (collectively, the “Offering Documents”) in connection with the Financing (including identifying any portion of the information included therein that constitutes material, non-public information); and as promptly as practicable on an ongoing basis furnishing Parent and its financing sources with (X) all other financial statements, financial data, audit reports and other information (including, without limitation, such information as is necessary to prepare pro forma financial statements or projections of the Parent of the nature required) regarding the Company and its Subsidiaries of the type required by Regulation S-X and Regulation S-K under the Securities Act ...
Financing Covenants. From the date hereof until the Plaza Closing Date, SUG, Plaza and LG hereby agree that the covenants contained in Sections 6.9 and 6.10 of the NEG Acquisition Agreement shall have no force or effect unless and until the Plaza Stock Purchase Agreement is terminated pursuant to its terms; provided, however, that, in order to permit LG to comply with its obligations under the NEG Acquisition Agreement if the Plaza Stock Purchase Agreement is terminated, SUG shall continue to comply with Section 6.10(a)(iii) of the NEG Acquisition Agreement in accordance with its terms. Any defined term contained in Sections 6.9 and 6.10 of the NEG Acquisition Agreement shall be deemed removed for purposes of interpreting this Section 1.4.
Financing Covenants. Purchaser and Purchaser's Guarantor will use their commercially reasonable best efforts to secure the financing which is a condition for the Purchaser to perform its obligations hereunder as provided in Section 7.2(e). In this regard, Purchaser and Purchaser's Guarantor will take or cause to be taken all action that is reasonably required in order to comply with or satisfy the Financing Commitments. Additionally, unless Purchaser has the fully-committed financing and cash on hand to complete the purchase contemplated by this Agreement at Closing, between the date of signing of this Agreement and the Closing, Purchaser and Purchaser's Guarantor will not enter into any commitment or transaction which would limit, hinder or impair Purchaser's ability to consummate its purchase obligations hereunder. Purchaser and Purchaser's Guarantor will keep Sellers informed of any revisions, revocations, expirations, withdrawals or other changes in any of the Financing Commitments that Purchaser or Purchaser's Guarantor may receive and in the actions or prospects contemplated thereby. In the event that Purchaser or Purchaser's Guarantor intends to issue a press release relating to the financing described by this Section, Purchaser or Purchaser's Guarantor must first consult with and obtain Sellers' approval of such press release, which approval will not be unreasonably withheld.
Financing Covenants. Hebei and Hebei Limited Partner covenant and agree with Alderon and the Managing General Partner to use their best efforts to assist in obtaining Project Financing for the Kami Project from financial institutions and others, including Chinese banks and to assist Alderon and the Managing General Partner in satisfying any due diligence requirements of any such financial institutions if requested by the Managing General Partner, and if requested by any such financial institutions, Alderon, Hebei Limited Partner and Hebei shall provide guarantees of any such borrowing up to their respective Proportionate Interests and, in the case of Hebei, indirect Proportionate Interest. Heibei and Hebei Limited Partner agree that Alderon and the Partnership shall be entitled to issue a press release which includes the commitment set out in this Section 3.17.
Financing Covenants. (a) Pursuant to the terms of the Arrangement Agreement, Newco has delivered to Pi a complete and accurate copy of an executed commitment letter and corresponding fee letter with only the pricing cap, fees and any other economic and flex provisions redacted (none of which would adversely affect the amount or availability of the Debt Financing if so required by the lenders party to such letters) from the financial institutions identified therein (the “Debt Commitment Letter”) to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein for the purpose of funding the transactions contemplated by the Arrangement Agreement (being collectively referred to as the “Debt Financing”) pursuant to the Debt Commitment Letter. Newco shall comply with its obligations set forth in Section 4.6(1) of the Arrangement Agreement.
(b) Prior to the Closing, Delta shall use its commercially reasonable best efforts to provide to Newco, and shall cause each of its Subsidiaries to use its commercially reasonable best efforts to provide, and shall use its commercially reasonable best efforts to cause its Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Newco in connection with arranging, obtaining and syndicating the Debt Financing and to assist Newco in causing the conditions in the Debt Commitment Letter to be satisfied (provided that such request is made on reasonable notice), including in (i) assisting with (x) the preparation of Offering Documents and (y) preparing the DPP Business financial information required for the pro forma financial statements referred to in paragraphs 9 and 12 of Exhibit D of the Debt Commitment Letter, including, for the avoidance of doubt, the DPP Business financial information required for the pro forma consolidated balance sheet and pro forma consolidated statements of income of the Parent Borrower (as defined in the Debt Commitment Letter) required under paragraph 9 thereof, (ii) preparing and furnishing to Newco and the Financing Source Parties as promptly as practicable all Required Information and all other available pertinent information and disclosures relating to the DPP Business and its Subsidiaries (including their businesses, operations, financial projections and prospects) as may be reasonably requested by Newco to assist in preparation of the Offering Documents, and any supplements thereto, (iii) having Delta designate members of senior managem...
Financing Covenants. 38 ARTICLE VI
Financing Covenants. (a) Parent covenants and agrees that it will not, without the prior consent of the Company (which consent shall not be unreasonably withheld), enter into any material amendment to, or modification or waiver of, any of the terms of the Equity Investment, the Equity Financing or the Debt Financing if such amendment, modification or waiver would (i) reduce the aggregate amount of funds committed under the Equity Investment, the Equity Financing or the Debt Financing, as the case may be, (ii) add significant additional conditions to the consummation of the Equity Investment, the Equity Financing or the Debt Financing or (iii) have a significant adverse affect on or significantly delay the consummation of the Offer and/or the Merger. BYOWC and Parent shall enforce, to the fullest extent permitted under applicable law, the obligations of the respective investment and financing sources to provide the Equity Investment, the Equity Financing and the Debt Financing and shall use its reasonable best efforts to consummate the Equity Investment, Equity Financing and Debt Financing. BYOWC and Parent shall cause the capitalization and debt of Parent and its subsidiaries (other than the Company) after giving effect to the transactions contemplated hereby, to be satisfactory to the lenders under the Debt Financing. If any of the lenders or investors under the Debt Financing or Equity Financing is provided a solvency opinion, the Company shall be provided, as an addressee, with substantially the same opinion. Parent's obligations under this Section 5.13(a) shall not be construed in any way as restricting the ability of Parent to modify or otherwise alter the terms, conditions or relative amounts of any debt or equity financing (including arranging for substitute providers of such debt or equity financing) as long as such modification or alteration does not (i) reduce the aggregate amount of funds under the commitments for the Equity Investment, the Equity Financing and the Debt Financing entered into on or prior to the date hereof, (ii) add significant additional conditions to the funding of any of the Equity Investment, the Equity Financing or the Debt Financing, or (iii) have a significant adverse affect on or significantly delay the consummation of the Offer and/or the Merger.
Financing Covenants. Whether Buyer elects to use the Preferred Lender or Buyer’s Lender, Buyer shall comply with the following requirements:
(i) Within five (5) business days from the Acceptance Date and notwithstanding that Buyer may have elected to obtain Buyer’s Loan from Buyer’s Lender, Buyer agrees to pre-qualify for Buyer’s Loan and to deliver to Seller a letter to that effect from both the Preferred Lender and Buyer’s Lender (each, a “Lender”) within five business days after the Acceptance Date. So that Lender pre-qualification letters can be timely delivered to Seller, Buyer shall forthwith provide to each Lender all necessary and required personal financial and credit information and authorizations as well as the payment of all application, appraisal and credit report fees. Any and all fees, costs and expenses associated with the application for or making of Buyer’s Loan and pre-qualifications shall be the responsibility of Buyer and shall be paid from Buyer’s separate funds and not from any purchase money deposited into the Escrow. If Buyer fails or is otherwise unable to deliver to Seller timely a pre-qualification letter from one Lender but is able to deliver a pre-qualification letter from the other Lender, then this Agreement will remain in effect and Buyer shall proceed to obtain Buyer’s Loan from the Lender which has issued the pre-qualification letter. If Buyer is unable to obtain timely a pre-qualification letter from either Lender, then this Agreement shall terminate automatically upon the expiration of the five (5) business days without any further action or notice on the part of Buyer or Seller, and any and all deposits delivered to Seller by Buyer shall be returned to Buyer. In each case, TIME IS OF THE ESSENCE with respect to delivery of the pre-qualification letters, and shall be delivered within the five (5) business day period.
(ii) This transaction is not contingent upon Buyer’s ability to obtain any particular interest rate (fixed or adjustable) and/or any other loan terms including, for example, loan origination fees that may be quoted initially at time of loan pre-qualification or approval, and Buyer shall be required to pay the interest rate and other fees charged by the applicable Lender at the close of Escrow. Buyer shall not be entitled to terminate this Agreement due to an increase in the interest rate applicable to Buyer’s Loan as of the close of Escrow. Any failure by Buyer to close due to an interest rate increase shall constitute a defaul...
