Financing Support Sample Clauses

Financing Support. (a) Each of the Buyer Parties shall use its reasonable best efforts to arrange the Financing on the terms and conditions described in the Financing Commitment as promptly as reasonably practicable, including using its reasonable best efforts to (i) maintain in effect the Financing Commitment on the terms and conditions contained therein until the transactions contemplated by this Agreement and the Brewery Transaction are consummated; (ii) satisfy on a timely basis all conditions and covenants applicable to the Buyer Parties or any of their respective Affiliates in the Financing Commitment and otherwise comply with (or obtain the waiver thereof) its obligations under the Financing Commitment; (iii) consummate the Financing at the Closing to the extent necessary to permit the Buyer Parties to pay the Purchase Price hereunder and all amounts due under the Brewery SPA; (iv) enforce its rights under the Financing Commitment; and (v) cause the lenders and other Persons providing the Financing to fund at the Closing the Financing to the extent necessary to permit the Buyer Parties to pay the Purchase Price hereunder and all amounts due under the Brewery SPA. Each of the Buyer Parties shall use its reasonable best efforts to maintain availability under CBI’s existing credit facilities, or to put replacement credit facilities in place, if CBI’s existing credit facilities are terminated for whatever reason. Within one Business Day of receiving the GM Transaction Closing Notice, the Buyer Parties shall deliver the certificate referred to in Section 4.01(l) of the Financing Commitment to the Administrative Agent (as defined in the Financing Commitment) and the Arrangers (as defined in the Financing Commitment) in accordance with the Financing Commitment.
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Financing Support. Purchaser shall use commercially reasonable efforts to perform such actions as may be reasonably requested by Purchaser's financing sources for purposes of obtaining the financing for the transactions contemplated hereby.
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Financing Support. Sellers and the Shareholder shall use commercially reasonable efforts to perform such actions as may be reasonably requested by Purchaser in order for Purchaser to obtain financing for the transactions contemplated hereby, provided, that no Seller or the Shareholder shall be required to pay or bear any costs or expenses in connection with such actions. Without limiting the scope of commercially reasonable efforts that Sellers and the Shareholder may provide pursuant to this Section 4.7 (but subject to the provisos in the immediately preceding sentence), Sellers agree to use commercially reasonable efforts to assist Purchaser to obtain a policy of insurance covering losses arising from Sellers' breaches of any representations or warranties hereunder, with such terms and conditions as may be requested or required by any Person providing financing for the transactions contemplated hereby and such other terms and conditions as may be desired by Purchaser. Notwithstanding the foregoing, it shall not be considered commercially unreasonable for Sellers and/or the Shareholder to decline or fail to agree to any changes to the terms of this Agreement or any of the Operative Agreements that may be requested by any Person providing insurance and/or funding for or in connection with the transactions contemplated hereby.
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Financing Support. (a) Subject to the Transfer restrictions set forth in Article 8 and other express limitations regarding the sharing of sensitive information (including a customary non-disclosure and no trading agreement with respect to clause (y) below) agreed upon by the Members as set forth in this Agreement, the Company shall, and shall use its commercially reasonable efforts to cause its Affiliates and its and their respective Representatives (solely to the extent such Representatives have significant, direct involvement in the operation of the Company) to, use commercially reasonable efforts to provide customary support reasonably requested by any Member, at such requesting Member’s sole expense, in connection with the arrangement, syndication, marketing and consummation of any financing (and any refinancing thereof) incurred by such Member (or its Affiliate) or a proposed Transferee (eligible for such Transfer under the terms hereof) in connection with its investment into the Company, limited to, (x) providing customary information about the Company reasonably required to be included in customary materials for rating agency presentations, bank information memoranda, private placement memoranda, offering memoranda and similar customary marketing documents reasonably required in connection with such financing or refinancing (it being understood that such Member or proposed Transferee shall, no later than two (2) calendar days prior to such materials being shared with any external parties, provide the foregoing marketing documents to Intel Member and the Company for their review and approval, and that such marketing documents shall provide that any such financing or refinancing is non-recourse to the Company, Intel Member and Intel Member’s Affiliates), and (y) cooperating reasonably with the due diligence requirements of the lenders or purchasers of such financing or refinancing, to the extent customary and reasonable, including, for the avoidance of doubt, cooperation with such lenders’ or purchasers’ insurance consultants in connection with customary review and reporting on insurance matters relevant to the Company (including the insurance certificates that the Company is entitled to request under Section 2.6.3 of the Risk of Loss Agreement), but, in each case of clauses (x) and (y), subject to exceptions customary for such financings; provided, that (i) the Company and its Representatives shall not be obligated to provide information determined by Intel Member to b...
Sample 1
Financing Support. (a) The Company will, and will cause its Subsidiaries to, and will use its commercially reasonable efforts to cause the Representatives of the Company and its Subsidiaries (solely to the extent such Representatives have significant, direct involvement in the operation of the Company and its Subsidiaries) to, use commercially reasonable efforts to provide customary support reasonably requested by any Member, at such Member’s sole expense, in connection with the arrangement, syndication, marketing and consummation of any debt financing (and any refinancing thereof) incurred by such Member or a proposed Transferee (eligible for such Transfer under the terms hereof) of any Transferring Member in connection with its investment into the Company, including to (x) provide customary information about the Company and its Subsidiaries reasonably required to be included in customary materials for rating agency presentations, bank information memoranda, private placement memoranda, offering memoranda and similar customary marketing documents reasonably required in connection with such debt financing or refinancing (it being understood that such Member or proposed Transferee shall, no later than two (2) Business Days prior to such materials being shared with any external parties, provide the foregoing marketing documents to the Intel Member and the Company for their information only (and not approval) to the extent they contain material changes from such materials previously delivered, which marketing documents shall provide that any such debt financing or refinancing is non-recourse to the Company, Intel and Intel’s Affiliates; provided, that Brookfield may describe the terms of the Main Project Agreements (but shall not provide a copy of any such Main Project Agreements to any Person unless subject to confidentiality undertakings) in such marketing documents); and (y) cooperate reasonably with the due diligence requirements of the lenders or purchasers of such debt financing or refinancing, to the extent customary and reasonable, it being understood that the financing support and cooperation under this Section 8.7(a) shall include providing information and financial data of the Company and its Subsidiaries (I) that is customarily included in a bank information memorandum or (II) in the case of an offering memorandum with respect to a Rule 144A/Regulation S marketed private placement of debt securities through one or more investment banks acting as “initial purchasers,...
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Financing Support. 10 Section 3.01 - Maximum Amount of Financing, Support .........................................................10 Section 3.02 - Request for Financing Support ................................................................11 Section 3.03 - Increase in Financing Support ................................................................12 ARTICLE IV ......................................................................................................13
Sample 1
Financing Support. Seller agrees that in the event that the Closing occurs and Seller has received the Closing Payment prior to 5:00 pm central time on August 1, 2006, Seller will make a payment to Buyer of $1,500,000. Such payment of $1,500,000 will be netted against the payment of the Closing Payment to be paid by Buyer to Seller.
Sample 1
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Financing Support. To the extent that the Buyer becomes eligible for official export credit support, the Seller shall undertake commercially reasonable efforts to assist the Buyer in procuring such financing and to cooperate with the Buyer, the relevant export credit agencies and the relevant commercial lenders in provisioning and closing such financing.
Sample 1

Related to Financing Support

  • Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.

  • Financing Cooperation Prior to the Closing, the Company shall provide, and shall cause its Subsidiaries to provide, and shall use its commercially reasonable efforts to cause its and their officers, employees and advisors, including legal and accounting, to provide reasonable cooperation requested by Parent in connection with the arrangement of any debt or equity financing transaction by Parent in connection with the Merger (the “Financing”) after the date hereof, including using its commercially reasonable efforts to (i) provide financial and other relevant information regarding the Company and its Subsidiaries that is reasonably necessary and cooperate in the preparation of pro forma financial information for the Merger (including information to be used in the preparation of an information package, offering memorandum, prospectus, prospectus supplement or similar document regarding the business, assets, operations, financial projections and prospects of Parent and the Company customary for such financing or reasonably necessary for the completion of the Financing) as may be required to obtain the Financing, (ii) cooperate with the marketing efforts for the Financing (including consenting to the reasonable use of the logos of the Company and its Subsidiaries), (iii) participate as appropriate in meetings, presentations, road shows, drafting sessions, and sessions with the rating agencies as are reasonably necessary to consummate the Financing, (iv) assist Parent and its financing sources in the amendment or termination of any of the Company’s or any of its Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to Parent and that are reasonably requested by Parent in connection with the Financing and conditioned upon the occurrence of the Closing, in each case it being understood and agreed that information and documents provided by the Company and its Subsidiaries may be delivered to agents and lenders and their respective representatives and (v) subject to the appropriate confidentiality undertakings, cooperate reasonably with Parent’s financing sources’ or underwriters’, as applicable, due diligence.

  • Secured Cash Management Agreements and Secured Hedge Agreements Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.

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