Intragroup Financing Clause Samples

Intragroup Financing. 13.2.1. Upon the occurrence of the Completion, the members of the Dorna Group will become subsidiaries of Liberty Parent and it is currently expected that the members of the Dorna Group will be attributed to the Formula One Group. The parties acknowledge the importance and benefits for all the entities attributed to the Formula One Group (including, from and after the Completion, the Dorna Group’s social interest (interés social) due to the indirect benefits that may be provided to the Dorna Group as entities attributed to the Formula One Group as currently expected) of contributing to efficient cash management within the Formula One Group in order to optimize the utilization of cash resources of the entities attributed to the Formula One Group (including, from and after the Completion, the members of the Dorna Group as currently expected) and minimize costs of borrowing from third party unaffiliated lenders. 13.2.2. In furtherance of the foregoing in clause 13.2.1, each Shareholder hereby acknowledges, consents and agrees, if so requested by Bidco, to the entry by the Company and/or its Subsidiaries into, and the consummation of the transactions contemplated by, the Intragroup Financing (and all agreements, documents and other instruments that may be entered into in connection therewith), and that notwithstanding anything in this Agreement to the contrary, the Company and/or its Subsidiaries are authorized to enter into, effect, perform and consummate the Intragroup Financing. For such purpose, each Shareholder hereby agrees to vote in favour at the relevant General Meeting, and take such other corporate actions, including in their capacities as shareholders of the Company, and where applicable also as members of the Board, as may be necessary, to approve and consent to the Intragroup Financing (and all agreements, documents and other instruments that may be entered into in connection therewith), including as may be required by applicable law or the terms and conditions of this Agreement or any of the organisational documents of the Company or any of its Subsidiaries. Each Shareholder hereby acknowledges and agrees that the Intragroup Financing (and all agreements, documents and other instruments that may be entered into in connection therewith) is hereby acknowledged, consented to and approved in accordance with clause 4.5. It is expressly agreed that the obligations assumed in this clause shall be subject to the Intragroup Financing not requiring the Ma...
View Source

Related to Intragroup Financing

  • DIP Financing (a) If the Company or any Grantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligations. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

  • Bank Financing The Buyer’s ability to purchase the Property is contingent upon the Buyer’s ability to obtain financing under the following conditions: (check one) ☐ - Conventional Loan ☐ - FHA Loan (Attach Required Addendums) ☐ - VA Loan (Attach Required Addendums) ☐ - Other:

  • Purchaser Financing Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

  • Subordination of Junior Financing The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.