Financing Refinancing. Developer’s Responsibility to Finance 5 3.2 No TxDOT Liability 5 3.3 Financial Close 6 3.4 Failure to Achieve Financial Close 8
Financing Refinancing. Developer’s Responsibility to Finance 5
Financing Refinancing. (a) Each of ETP and OGE shall use commercially reasonable 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 described on Annex A (the “Financing”). Each of the Parties hereto acknowledges and agrees that neither Party hereto is required to accept financing terms that conflict with those terms described on Annex A.
(b) Each of ETP and OGE shall use commercially reasonable efforts to cooperate, and shall use commercially reasonable efforts to cause its respective officers, employees and advisors, including legal and accounting, to cooperate, with the other Party hereto and its officers, employees and advisors, including legal and accounting, and with prospective lenders, financial advisors, underwriters and initial purchasers as reasonably requested by the other Party hereto in connection with the arrangement of the Financing, including (i) using commercially reasonable efforts to participate in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, (ii) using commercially reasonable efforts to assist with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, (iii) executing and delivering any customary certificates, legal opinions or documents as may be reasonably requested by the prospective lenders, initial purchasers or underwriters involved in the Financing, (iv) using commercially reasonable efforts to furnish prospective sources of the Financing, including initial purchasers or underwriters, as promptly as practicable with financial and other pertinent information regarding the ETIH Group Entities or the Enogex Group Entities, as applicable, as may be reasonably requested by such prospective lenders, initial purchasers or underwriters, including quarterly and annual consolidated and consolidating financial statements of the ETIH Group Entities or the Enogex Group Entities, as applicable, prepared in accordance with GAAP (except, in the case of quarterly financial statements, for the absence of footnotes and subject to normal year-end adjustments), and all other financial statements and financial data of the type reasonably required by such prospective lenders, initial purchasers or underwriters, (v) using commercially re...
Financing Refinancing. Notwithstanding any provision of this Agreement to the contrary, in no event shall Article 9 apply (i) to any financing or (ii) to any sale, sublease, assignment, pledge, mortgage or other transfer or encumbrance to an Affiliate.
Financing Refinancing
