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Financing Obligation Sample Clauses

Financing Obligation. HTI Acquisition will use its best efforts to do or cause to be done all things necessary to consummate the Acquisition Financing. HTI Acquisition shall use commercially reasonable efforts to cause the Equity Investors to comply with the terms of their respective Equity Commitment Letters and to cause HTI Holding to comply with the terms of the Commitment Letter. HTI Acquisition shall not, and shall use commercially reasonable efforts to cause the Equity Investors not to, amend or modify the terms of (i) the Commitment Letters (including all exhibits, annexes, schedules, fee letters and other ancillary documents) in a manner that would increase the conditionality of the Commitment Letters or in a manner that would adversely affect the ability of HTI Acquisition to consummate the transactions provided for herein or the likelihood of the Merger or (ii) the Equity Commitment Letters, in each case without the prior written consent of Alleghany. If funds in the amounts set forth in the Commitment Letters, or any portion thereof, become unavailable to HTI Acquisition on the terms and conditions set forth therein, HTI Acquisition shall use commercially reasonable efforts to obtain substitute financing ("Substitute Financing"). Prior to the Effective Time, HTI Acquisition will not amend or modify, or agree to amend or modify, any agreement or other document or plan, which, pursuant to the terms of the Commitment Letters, requires the lenders' prior consent to amend or is a condition to the lenders' obligations thereunder, without the prior written consent of the lenders party to the Commitment Letters and any other Person whose consent is required pursuant to the Commitment Letters, which consent(s) shall acknowledge that such amendment or modification does not relieve such lender or other Person of its obligations pursuant to the Commitment Letters. For the avoidance of doubt, nothing contained in this Agreement shall obligate any Equity Investor to provide any credit support, guarantee or other payment to the lenders in addition to those currently contained in the Commitment Letters (other than making their equity contributions pursuant to the Equity Commitment Letters) in connection with HTI Acquisition obtaining the Acquisition Financing or any Substitute Financing.
Financing Obligation. Merger Sub will use its reasonable best efforts to cause the financing contemplated by the Financing Letters, subject to the terms and conditions set forth therein, to be available at the Effective Time; provided, however, that if funds in the amounts set forth in the Bank Commitment Letter or any portion thereof becomes unavailable to Merger Sub on the terms and conditions set forth therein, Purchaser and Merger Sub shall use their reasonable best efforts to obtain the Merger Funds to the extent available on substantially similar terms and conditions as set forth in the Financing Letters, which efforts will include, without limitation, if reasonably required, the investment of up to $20.0 million of equity in addition to the Equity Commitment.
Financing Obligation. (a) Fermat shall use its 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 and consummate the Financing in an amount that, when taken together with cash, cash equivalents and other current financial assets and other immediately available funds, would be sufficient for the satisfaction of the Fermat Group’s payment obligations under this Agreement (including (b) Fermat shall keep Descartes reasonably and promptly informed with respect to all material developments concerning the Debt Financing pursuant to the Debt Commitment Letter. Without limiting the foregoing, Fermat agrees to notify Descartes promptly if (i) the Debt Commitment Letter shall expire or be terminated for any reason, (ii) any Financing Source that is a party to any Debt Commitment Letter notifies Fermat in writing that such source no longer intends to provide financing to Fermat on the terms set forth therein or (iii) Fermat receives any written notice, or other written communication with respect to, (A) any material breach, default, termination or repudiation by any party to the Debt Commitment Letter, (B) any material dispute or disagreement between or among parties to the Debt Commitment Letter with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at the Closing or (C) the occurrence of any other event or circumstance that would reasonably be expected to result in the inability of Fermat to have sufficient immediately available funds on the Closing Date to satisfy its payment obligations under this Agreement (including payment of the Cash Balancing Amount) that are due and payable on the Closing Date.
Financing Obligation. 32 7.13 Stock Options; Warrants; Employee Stock Purchase Plan..........32 ARTICLE VIII CONDITIONS.....................................................32 8.1 Conditions to Each Party's Obligation to Effect the Merger.....32 8.2 Conditions to Obligations of the Company.......................32 8.3 Conditions to Obligations of Purchaser and Merger Sub..........33 ARTICLE IX
Financing Obligation. UNLESS SUCH DATE IS OTHERWISE EXTENDED IN WRITING BY COMPANY, no later than August 9, 2006, and at Closing, Parent shall have no less than $7,500,000 in cash or cash equivalents and no more than $80,000 in liabilities.
Financing Obligation. ECCI agrees to provide AQI Three Hundred Thousand ($300,000) Dollars for working capital. To date, ECCI has paid AQI $191,000 Dollars, of which One Hundred Sixty Thousand ($160,000) is working capital and Thirty-one Thousand ($31,000) is loan repayable to ECCI. The $140,000 working capital balance of these funds will be paid at closing of this agreement.
Financing ObligationThe Purchaser shall cause the Company to draw a minimum of EUR 5,000,000 (five million euros) from the Financing within a one-year period from Completion Date or to replace it by an equity (or quasi equity) financing of the same amount, which evidence will be provided to the Seller at its request.
Financing ObligationPurchaser and Merger Sub will use their reasonable best efforts to cause the Financing, subject to the terms and conditions set forth in the Financing Letters, to be available at the Effective Time. Purchaser shall not, and shall not permit Merger Sub to, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that would reasonably be expected to materially impair or delay or prevent the Financing. Purchaser shall not amend or alter, or agree to amend or alter the Financing Letters in any manner that would reasonably be expected to materially impair or delay or prevent the Financing without the prior written consent of the Company.
Financing Obligation. In 2007, the Company sold the Palisades nuclear power plant to Entergy Corporation and entered into a 15-year power purchase agreement to purchase virtually all of the capacity and energy produced by the plant, up to the annual average capacity of 798 MW. The Company accounted for this transaction as a financing because of its continuing involvement with the plant through security provided to Entergy Corporation for the power purchase agreement obligation and other arrangements. Because of these ongoing arrangements, at the time of the sale, the Company recorded the sales proceeds as a financing obligation, and has subsequently recorded a portion of the payments under the power purchase agreement as interest expense and as a reduction of the financing obligation. In December 2016, the Company and Entergy Corporation reached an agreement to terminate the power purchase agreement in May 2018. In exchange for early termination, the Company agreed to pay Entergy Corporation $172 million on the termination date. The agreement is subject to MPSC approval. In February 2017, the Company requested authorization to recover the termination payment through securitization. The MPSC indicated that it will make a final determination on the securitization filing by the end of September 2017. If the MPSC does not approve the Company’s request by September 30, 2017, the agreement will be null and void (unless otherwise extended) and the power purchase agreement will continue until April 2022 under its original terms. $ $ $ $ $ $
Financing Obligation. In 2007, the Company sold the Palisades nuclear power plant to Entergy Corporation and entered into a 15-year power purchase agreement to purchase virtually all of the capacity and energy produced by the plant, up to the annual average capacity of 798 MW. The Company accounted for this transaction as a financing because of its continuing involvement with the plant through security provided to Entergy Corporation for the power purchase agreement obligation and other arrangements. Because of these ongoing arrangements, at the time of the sale, the Company recorded the sales proceeds as a financing obligation, and has subsequently recorded a portion of the payments under the power purchase agreement as interest expense and as a reduction of the financing obligation. Reference is hereby made to the Bond Purchase Agreement dated as of July 24, 2018 (as amended, supplemented or otherwise modified from time to time, the “Bond Purchase Agreement”), between Consumers Energy Company, a Michigan corporation, and the Purchasers that are signatories thereto. Unless otherwise defined herein, capitalized terms defined in the Bond Purchase Agreement and used herein have the meanings given to them in the Bond Purchase Agreement. Pursuant to the provisions of Section 9.2 of the Bond Purchase Agreement, the undersigned hereby certifies that: