Financing Facilities. The total amount borrowed by the Group from its financiers does not exceed its facilities and the total amount borrowed by the Group from whatsoever source does not exceed any limitation on its borrowing contained in its memorandum and articles of association (or other constitutional documents), or in any agreement to which any member of the Group is a party.
Financing Facilities. Effective from and after the Effective Time, the Amalgamated Company shall expressly assume Genesis’s obligations under the DVB/KFW/HSH Facility.
Financing Facilities. 5.4.1 To the extent requested by the Purchaser, the Seller shall, as soon as reasonably practicable between the date of this Agreement and Closing:
(i) introduce the Purchaser and its representatives to the third-party providers of finance (each a “Finance Provider”) under the Existing Financing Arrangements; and
(ii) provide reasonable access to and reasonable assistance from those persons within the Seller’s Group (including the treasury team of the Seller’s Group) who are responsible for the procurement and management of the Existing Financing Arrangements, in order to assist the Purchaser and members of the Purchaser’s Group in their dealings with those Finance Providers under those Existing Financing Arrangements that the Purchaser wishes to continue after Closing for the benefit of the Group and/or the Business (including, for the avoidance of doubt, in the seeking of any waiver of any change of control or equivalent provisions in the Existing Financing Agreements that are triggered by the Transaction).
5.4.2 Between the date of this Agreement and Closing, the Purchaser shall use its reasonable endeavours (with the assistance of the Seller described in Clause 5.4.1) to seek and obtain, in respect of each Existing Financing Arrangement, the consent of the relevant Finance Provider to the continuation of the Existing Financing Arrangement after Closing without the relevant Seller’s Facility Guarantee.
5.4.3 Between the date of this Agreement and Closing, the Seller may, subject to the consent of the Purchaser (not to be unreasonably withheld or delayed), reduce or procure the reduction of the amount of any facility that is available to the Group Companies under the relevant Existing Financing Arrangements.
5.4.4 Subject to Clause 5.4.5, the Seller and the relevant Group Companies may not, without the consent of the Purchaser (not to be unreasonably withheld or delayed), close and/or terminate, or procure the closure or termination of, any Existing Financing Arrangements (and the release, withdrawal and/or termination of the associated Seller’s Facility Guarantees) prior to Closing.
5.4.5 Subject to Clause 5.4.6, the Seller shall not require the consent of the Purchaser under Clause 5.4.4 to close and/or terminate, or procure the closure or termination of, any Existing Financing Arrangement (provided any such closure or termination shall only take effect immediately prior to or on Closing) and the release, withdrawal and/or termination of the associated...
Financing Facilities. Notwithstanding anything to the contrary set forth above, the Company acknowledges and agrees that, in connection with any credit facility or other borrowing arrangement, the Investor shall not be required to (i) grant a security interest in its underlying assets (ii) waive any immunities, defenses, rights, or actions arising out of its sovereign status and under the Eleventh Amendment of the United States Constitution as described in paragraph 12 above or (iii) consent to any governing law or jurisdiction other than as agreed pursuant to this Letter Agreement.
Financing Facilities. 9.1 Details and copies of all financing facilities held by the Company, if any, in respect of which payments of principal are due, are set forth in Schedule 9.1.
9.2 There have been, and there are, no breaches of or non-compliance with the terms of the any financing facilities.
9.3 Neither the Company nor any Subsidiary has any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to Sellers, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than liabilities and obligations expressly Disclosed on the attached Schedule 9.1.
Financing Facilities. As of the date of Completion, no member of the Group is party to any financial facility or borrowing arrangement or has granted any security in respect of the same.
Financing Facilities. To the extent not already provided to the Purchaser, the Seller shall, as soon as practicable following Closing:
4.5.1 introduce the Purchaser and its representatives to the third-party providers of finance (each a “Finance Provider”) under the Existing Financing Arrangements; and
4.5.2 provide reasonable access to and reasonable assistance from those persons within the Seller’s Group (including the treasury team of the Seller’s Group) who are responsible for the procurement and management of the Existing Financing Arrangements, in order to assist the Purchaser and members of the Purchaser’s Group in their dealings with those Finance Providers under those Existing Financing Arrangements that the Purchaser wishes to continue after Closing for the benefit of the G4Si Group and/or the International Logistics Business (including, for the avoidance of doubt, in the seeking of any waiver of any change of control or equivalent provisions in the Existing Financing Agreements that are triggered by the Transaction).
