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.
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,...
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.
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.
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
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.
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.
