Common use of Financing Matters Clause in Contracts

Financing Matters. Between the date of the MOU and the Merger Effective Date, each of FMCTI and Technip shall, and shall cause its Subsidiaries to, use commercially reasonable efforts, in connection with any Contract or series of related Contracts relating to indebtedness that becomes or may become due and payable as a result of the transactions contemplated hereby, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisions, (a) to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of such agreements, (b) to refinance, renew or replace the indebtedness under such agreements on terms mutually agreeable to Technip and FMCTI; provided, that the transactions contemplated by this Agreement shall not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement under which such indebtedness is refinanced, renewed or replaced, or (c) to ensure that sufficient cash is available for the prompt payment of any indebtedness under any such agreements. In addition, between the date of the MOU and the Merger Effective Date, each of FMCTI and Technip shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate to develop a mutually agreed global financing structure for Topco and its Subsidiaries from and after the Merger Effective Date, and to reasonably cooperate in connection with the arrangement of such financing.

Financing Matters. Between From the date of this Agreement until the MOU earlier of the Closing and the Merger Effective Datetermination of this Agreement in accordance with Section 7.1, each of FMCTI the Company and Technip Parent shall, and shall cause its their respective Subsidiaries and their respective Representatives to, use commercially reasonable effortsbest efforts (a) to obtain all necessary waivers, in connection consents, amendments or approvals with any Contract or series of related respect to their respective material Contracts relating to indebtedness that becomes or may become due and payable as a result of the transactions contemplated herebyIndebtedness, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisions, (a) Contracts relating to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of such agreementsIndebtedness, (b) if requested by Parent, to refinance, renew or replace the indebtedness Indebtedness under such agreements Contracts on terms mutually agreeable to Technip Parent and FMCTI; providedthe Company, provided that the transactions contemplated by this Agreement shall would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement Contract under which such indebtedness Indebtedness is refinanced, renewed or replaced, or (c) to the extent that the waivers, consents, amendments or approvals contemplated by clause (a) are not obtained and such Indebtedness is not refinanced, renewed or replaced as contemplated by clause (b), in the case of Contracts relating to Indebtedness of Parent, to ensure that sufficient cash is available for the prompt payment in full of any indebtedness Indebtedness under any such agreementsContract and termination of any such Contract, or with respect to Contracts relating to Indebtedness of the Company, Parent will ensure that satisfactory arrangements have been made to repay in full, or cause the repayment in full of, any Indebtedness under any such Contract and terminate any such Contract upon the consummation of the Merger, in each case at or prior to the Closing Date. In additionconnection with any refinancing, between the date replacement or repayment in full of any Indebtedness of the MOU Company, the Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Parent that are required to facilitate in accordance with the terms thereof the termination of all commitments outstanding under each Contract relating to Indebtedness of the Company, the repayment in full of all obligations, if any, outstanding thereunder, the release of any Liens securing such obligations (including the termination of any precautionary UCC financing statements and UCC financing statements evidencing the sale of receivables), and the Merger release of any guarantees in connection therewith, in each case, on the Closing Date as of the Effective DateTime (such termination, each repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of FMCTI and Technip the foregoing, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to cooperate deliver to develop Parent at or prior to the Closing Date, executed payoff letters with respect to each of the Contracts relating to Indebtedness of the Company that, subject to the following sentence, Parent has requested be paid off (each, a mutually agreed global financing structure “Payoff Letter”) in form and substance customary for Topco transactions of this type (and drafts reasonably in advance thereof), from the applicable agent on behalf of the Persons to whom such Indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and the Company Subsidiaries securing such Indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff Letter on the Closing Date, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.13 require the Company or any of its Subsidiaries from to cause the Credit Facility Terminations to be effective unless and after until the Merger Effective Date, Time has occurred and Parent has provided or caused to reasonably cooperate be provided to the Company or its Subsidiaries funds (or Parent has directed the Company or any of its Subsidiaries to use funds on their balance sheet) to pay in connection with full the arrangement then-outstanding principal amount of such financingand accrued and unpaid interest and fees under each Contract relating to Indebtedness of the Company.

Financing Matters. Between the date of the MOU hereof and the Merger Effective Closing Date, each of FMCTI Sirona and Technip DENTSPLY shall, and shall cause its Subsidiaries to, use commercially reasonable effortsbest efforts (a) to obtain all necessary waivers, in connection consents, amendments or approvals with any Contract or series of related respect to their respective Contracts relating to indebtedness that becomes or may become due and payable as a result of the transactions contemplated herebyfor borrowed money, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisions, (a) Contracts relating to obtain all necessary waivers or consents indebtedness for the purpose of waiving any terms or provisions of such agreementsborrowed money, (b) to refinance, renew or replace the indebtedness under such agreements Contracts on terms mutually agreeable to Technip Sirona and FMCTI; providedDENTSPLY, provided that the transactions contemplated by this Agreement shall would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement Contract under which such indebtedness is refinanced, renewed or replaced, replaced or (c) to the extent that the waivers, consents, amendments or approvals contemplated by clause (a) are not obtained and such indebtedness is not refinanced, renewed or replaced as contemplated by clause (b), to ensure that sufficient cash is available for the prompt payment in full of any indebtedness under any such agreementsContract and termination of any such Contract, in each case at or prior to the Closing Date. In addition, between the date of the MOU hereof and the Merger Effective Closing Date, each of FMCTI Sirona and Technip DENTSPLY shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to cooperate to develop a mutually agreed an optimal global financing structure for Topco DENTSPLY and its Subsidiaries from and after the Merger Effective DateClosing, and to reasonably cooperate in connection with the arrangement of such financing.

Financing Matters. Between the date of the MOU hereof and the Merger Effective Closing Date, each of FMCTI GSM and Technip FA shall, and shall cause its Subsidiaries to, use commercially reasonable effortsefforts (a) to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of the agreements listed under Section 3.17(a)(iv) of the GSM Disclosure Schedule, in connection with any Contract or series the case of related Contracts relating to indebtedness that becomes or may become due GSM, and payable as a result listed under Section 4.17(a)(iv) of the transactions contemplated herebyFA Disclosure Schedule, in the case of FA, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisions, (a) to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of such agreements, (b) to refinance, renew or replace the indebtedness under such agreements on terms mutually agreeable to Technip FA and FMCTI; providedGSM, provided that the transactions contemplated by this Agreement shall would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement under which such indebtedness is refinanced, renewed or replaced, replaced or (c) to ensure that sufficient cash is available for the prompt payment of any indebtedness under any such agreementsagreement. In addition, between the date of the MOU hereof and the Merger Effective Closing Date, each of FMCTI GSM and Technip FA shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate to develop a mutually agreed an optimal global financing structure for Topco Holdco and its Subsidiaries from and after the Merger Effective DateClosing, and to reasonably cooperate in connection with the arrangement of such financing.

Financing Matters. (a) Between the date of the MOU hereof and the Merger Scheme Effective Date, each of FMCTI Laguna and Technip Orca shall, and shall cause its Subsidiaries to, use commercially reasonable efforts, in connection with best efforts (a) to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of any Contract or series of related Contracts relating to indebtedness that becomes or may become due and payable as a result of the transactions contemplated hereby, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisions, (a) to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of such agreements, (b) to refinance, renew or replace the indebtedness under such agreements on terms mutually agreeable to Technip Orca and FMCTILaguna; provided, that the transactions contemplated by this Agreement shall would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement under which such indebtedness is refinanced, renewed or replaced, replaced or (c) to ensure that sufficient cash is available for the prompt payment of any indebtedness under any such agreementsagreement. In addition, between the date of the MOU hereof and the Merger Scheme Effective Date, each of FMCTI Laguna and Technip Orca shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to cooperate to develop a mutually agreed an optimal global financing structure for Topco and its Subsidiaries from and after the Merger Scheme Effective Date, and to reasonably cooperate in connection with the arrangement of such financing.

Financing Matters. Between the date of the MOU hereof and the Merger Effective DateClosing, each of FMCTI Hammer and Technip Xxxxxx shall, and shall cause its their respective Subsidiaries and their respective officers, employees and advisors (including legal, financial and accounting advisors) to, use commercially reasonable effortsbest efforts (a) to obtain all necessary waivers, in connection consents, amendments or approvals with any Contract or series of related respect to their respective Contracts relating to indebtedness that becomes or may become due and payable as a result of the transactions contemplated herebyIndebtedness, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisions, (a) Contracts relating to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of such agreementsIndebtedness, (b) to refinance, renew or replace the indebtedness Indebtedness under such agreements Contracts on terms mutually agreeable to Technip Hammer and FMCTI; providedXxxxxx, provided that the transactions contemplated by this Agreement shall would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement Contract under which such indebtedness Indebtedness is refinanced, renewed or replaced, or (c) to the extent that the waivers, consents, amendments or approvals contemplated by clause (a) are not obtained and such Indebtedness is not refinanced, renewed or replaced as contemplated by clause (b), to ensure that sufficient cash is available for the prompt payment in full of any indebtedness Indebtedness under any such agreements. In additionContract and termination of any such Contract, between in each case at or prior to the date of the MOU and the Merger Effective Closing Date, each of FMCTI and Technip shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate to develop a mutually agreed global financing structure for Topco and its Subsidiaries from and after the Merger Effective Date, and to reasonably cooperate in connection with the arrangement of such financing.