Financing Efforts. (a) During the Interim Period, Oryx shall use its commercially reasonable efforts to take (or cause to be taken), all actions and do (or cause to be done), all things necessary, proper or advisable to maintain in effect, arrange and consummate the Debt Financing on or before the Closing Date on the terms described in the Debt Commitment Letter, including using commercially reasonable efforts to: (i) satisfy, or cause the satisfaction of, or obtain a waiver of, on a timely basis all conditions applicable to Oryx under the Debt Commitment Letter on or prior to the Closing Date; (ii) negotiate and enter into definitive agreements (to the extent not already entered into) with respect to the Debt Financing on the terms and subject to the conditions contemplated by the Debt Commitment Letter (including any “market flex” provisions of the Fee Letter) on or prior to the Closing Date; and (iii) consummate the Debt Financing at or prior to or substantially concurrently with Closing. Oryx shall not terminate any Debt Commitment Letter without the prior written consent of the Plains Parties if the available cash on hand of Oryx, together with any Substitute Financing Commitments or equity commitments, would not be sufficient to satisfy Oryx’s obligations under this Agreement and to consummate the transactions contemplated hereby (including the Oryx Refinancing and pay all other amounts pursuant to this Agreement and the other Transaction Documents or otherwise necessary to consummate the transactions contemplated thereby and hereby). Oryx shall not, without the prior written consent of Plains Parent, permit any amendment or modification to be made to, consent to any waiver of any provision or remedy of, or replace the Debt Commitment Letter or Fee Letter if such amendment, modification, waiver or replacement (x) reduces the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount thereof) below the amount necessary to effectuate the Oryx Refinancing and pay all other amounts pursuant to this Agreement and the other Transaction Documents or otherwise necessary to consummate the transactions contemplated hereby and thereby, unless Oryx will otherwise have available cash sufficient to consummate the Oryx Refinancing and pay all other amounts pursuant to this Agreement and the other Transaction Documents, (y) imposes any new or additional condition to the Debt Financing, or otherwise amends, modifies or expands...
Financing Efforts. If an event of the type listed in clause (f) of Annex A hereto shall have occurred and, as a consequence thereof, the Parent's and the Acquisition Sub's financing for the Offer is withdrawn or otherwise unavailable, and if the other conditions to the Offer have otherwise been satisfied, the Parent will use reasonable best efforts to arrange alternative financing for the Offer (provided that the terms thereof are not materially worse than those available to it previously).
Financing Efforts. (a) The AMID Entities shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to enable the AMID Entities to arrange, consummate and obtain the Financing prior to the Outside Date, including paying when due any and all fees or amounts payable under any debt engagement letter or debt commitment letter with respect to the Financing.
(b) The AMID Entities shall (i) furnish Holdings LP complete, correct and executed copies of any financing agreement entered into in accordance with this Section 5.11 (“Financing Agreement”) promptly upon its execution, (ii) give Holdings LP prompt written notice of any breach or threatened breach of which any AMID Entity is or becomes aware by any party of any Financing Agreements or any threatened termination thereof, and (iii) otherwise keep Holdings LP reasonably informed on a current and timely manner of the status of its efforts to arrange the Financing.
Financing Efforts. 44 ARTICLE VII CONDITIONS TO THE MERGER.............................................44 Section 7.1 Conditions to Obligation of Each Party to Effect the Merger.................................................44 Section 7.2 Conditions to Obligation of Parent, Fimalac-U.S. and Acquisition Sub........................................45 ARTICLE VIII
Financing Efforts. Prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, Purchaser shall use its reasonable best efforts (i) to consummate the financing transactions contemplated by the Commitment Letter or (ii) to obtain Acceptable Alternative Financing. If Purchaser pursues financing other than as contemplated by the Commitment Letter, Purchaser shall first use its reasonable best efforts to obtain Acceptable Alternative Financing that does not involve the issuance, sale or delivery of equity or equity-related securities (including debt securities convertible into, or exercisable or exchangable for, Common Stock), and then if such financing is not available on terms acceptable to Purchaser Board, and if Purchaser Board determines in good faith that it is in the best interests of Purchaser and its stockholders to do so, such Acceptable Alternative Financing that involves the issuance, sale or delivery of equity or equity-related securities (including debt securities convertible into, or exercisable or exchangable for, Common Stock). During the periods that Purchaser is complying with its obligations under this Section 5.31, Sellers and the Sellers Representatives shall continue to perform their obligations under Section 5.23.
Financing Efforts. Seller shall provide such cooperation in connection with the arrangement of the Financing as may be reasonably requested by Buyer, including, without limitation (a) reasonable participation on a timely basis and at Buyer’s sole expense (upon reasonable prior notice and during normal business hours) in meetings (including in person meetings and including senior management) and calls with prospective lenders, (b) furnishing Buyer and the financing sources with information reasonably requested to facilitate the Financing, including, without limitation, giving Buyer and the financing sources reasonable access to the offices, properties, books, records and other information of Seller, (c) providing such information and documentation about Seller as is reasonably requested by the financing sources to the extent required under applicable “know your customer” and anti-money laundering rules and regulations under the USA PATRIOT Act, (d) reasonably assisting Buyer in obtaining legal opinions, landlord waivers and estoppels, access agreements, non-disturbance agreements, customary payoff letters, lien releases, instruments of termination or discharge, in each case, as reasonably requested by Buyer or the financing sources, and at the sole expense of Buyer.
Financing Efforts. The Parties shall use commercially reasonable efforts to obtain financing sufficient to satisfy the condition set forth in Section 3.1(q) of the SID.
Financing Efforts. Subject to the terms and conditions of this Agreement, Parent and Purchaser will use commercially reasonable efforts to cause the condition in Section 5.2(g) to be met no later than the Closing Date. In furtherance of the foregoing, Parent and Purchaser will, if necessary, use commercially reasonable efforts to obtain debt financing contemplated by the Financing Commitment from financial institutions in addition to or other than the Lenders (provided that Parent and Purchaser will not be required to seek any alternative financing with terms that are in the aggregate materially less favorable than those contemplated by the Financing Commitment). The Shareholders will cause there to be taken at or prior to the Closing all commercially reasonable actions in relation to the termination of the Company's KeyBank revolving loan and lease line facilities and the release of all liens on the assets of the Company (including interests in and assets of any Company Subsidiary but excluding equipment-specific equipment leases) and provide documentation thereof as may be necessary to satisfy the conditions to the funding of the financing contemplated by the Financing Commitment.
Financing Efforts. Buyer shall use its commercially reasonable efforts to obtain the Financing.
Financing Efforts. All out-of-pocket costs of financing shall be deemed expenses of the Partnership, payable either from the proceeds of such financing or from Available Cash before any distributions are made to the Partners hereunder pursuant to Section 6.1.
