Negotiation of Documents. This Agreement, the Note and all other Security Instruments have been negotiated by the parties at arm's length, each represented by its own counsel, and the fact that the documents have been prepared by the Lender's counsel, after such negotiation, shall not be cause to construe any of such documents against the Lender.
Negotiation of Documents. The parties agree that prior to Closing, they will in good faith negotiate all documents which are required to be executed and delivered by any party hereto at Closing and are not attached as exhibits to this Agreement, with the understanding that such documents will contain such customary provisions, representations and warranties and indemnifications as are customarily contained in documents designed to effect similar transactions.
Negotiation of Documents. (a) The Parties shall cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Recapitalization Transaction and the Plan, (ii) all matters concerning the implementation of the Recapitalization Transaction and the Plan, and (iii) the pursuit and support of the Recapitalization Transaction and the Plan. Furthermore, subject to the terms hereof, each of the Parties shall take such actions as may be reasonably necessary to carry out the purposes and intent of this Support Agreement, including making and filing any required regulatory filings, in all cases at the Companies’ expense.
Negotiation of Documents. (a) The Company, the Subsidiaries and the Consenting Noteholders shall cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Plan and the Transaction, (ii) all matters concerning the implementation of the Plan and the Transaction and (iii) the pursuit and support of the Plan and the Transaction. Furthermore, subject to the terms hereof, the Company, the Subsidiaries and the Consenting Noteholders shall take such action as may be reasonably necessary to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings (provided that the Company shall reimburse the Consenting Noteholders for any expense, liability or other obligation incurred in connection therewith).
Negotiation of Documents. (a) Subject to the terms and conditions of this Agreement, the Parties shall reasonably cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Transaction as set forth herein and, as applicable, the CBCA Plan, (ii) all matters concerning the pursuit, support and implementation of the Transaction as set forth herein and, as applicable, the CBCA Plan, and (iii) the satisfaction of each Party’s own obligations hereunder. Furthermore, subject to the terms and conditions of this Agreement, each of the Parties shall take such commercially reasonable actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings, in each case at the expense of the Company.
Negotiation of Documents. (a) The Parties expect to use the time between the date herof and the Document Finalization Date (such period, the “Document Finalization Period”) to attempt to agree upon the Key Transaction Documents on or prior to the Document Finalization Date. All Key Transaction Documents shall be in form and substance acceptable to all Parties in their sole and absolute discretion. If on the Document Finalization Date, each Party, in its sole and absolute discretion, is satisfied with the final versions of the Key Transaction Documents, each Party shall execute the Final Document Acknowledgment. Notwithstanding anything to the contrary in this Agreement, all Parties expressly waive the right to raise any challenge or assert any claim, cause of action or defense at any time in any judicial, administrative, or other forum relating to or arising out of any alleged breach or violation of this section 3.9(a) or section 3.9(b), and no such challenge shall be used or asserted by any Party to block, restrain or enjoin the automatic termination of this Agreement as provided in section 7.4 hereof. Each Party hereby acknowledges that all monies and/or letters of credit on deposit or posted pursuant to the Escrow Agreements shall be released by the applicable escrow agent on the Document Finalization Date if the Final Document Acknowledgment has not been executed and delivered, including to the escrow agents, by each of the Parties for any reason or no reason whatsoever.
Negotiation of Documents. (a) Subject to the terms and conditions of this Support Agreement, the Parties shall reasonably cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Recapitalization Transaction and the Plan as set forth herein and therein and otherwise ancillary thereto, (ii) all matters concerning the implementation of the Recapitalization Transaction and the Plan as set forth herein and therein and otherwise ancillary thereto, and (iii) the pursuit and support of the Recapitalization Transaction and the Plan. Furthermore, subject to the terms and conditions of this Support Agreement, each of the Parties shall take such actions as may be reasonably necessary to carry out the purposes and intent of this Support Agreement, including making and filing any required regulatory filings, in each case at the expense of the Company.
Negotiation of Documents. (a) Subject to the terms and conditions of this Support Agreement, the Parties shall reasonably cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Recapitalization Transaction and the Proposal as set forth herein and therein and otherwise ancillary thereto, (ii) all matters concerning the implementation of the Recapitalization Transaction and the Proposal as set forth herein and therein and otherwise ancillary thereto, and (iii) the pursuit and support of the Recapitalization Transaction and the Proposal. Furthermore, subject to the terms and conditions of this Support Agreement, each of the Parties shall take such actions as may be reasonably necessary to carry out the purposes and intent of this Support Agreement, including making and filing any required regulatory filings, in each case at the expense of the Company.
Negotiation of Documents. (a) The Company Parties and the Consenting Parties shall independently cooperate with each other and shall independently coordinate their activities (to the extent practicable and reasonable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Transaction, (ii) all matters concerning the implementation of the Transaction, and (iii) the pursuit and support of the Transaction and the satisfaction of each Party’s own obligations hereunder. Furthermore, subject to the terms hereof, the Company and each of the Consenting Parties shall take such commercially reasonable actions as may be necessary to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings (provided that, subject to Court approval of the Interim Financing Term Sheet and related budget and the advance of funds under the Interim Financing Facility, the Company shall reimburse the Requisite Consenting Parties for fees, disbursements and out-of-pocket expenses (including legal and professional fees and expenses on a full indemnity basis) incurred by each of the Requisite Consenting Parties in connection with the negotiation and development of the Transaction and these CCAA Proceedings, in each case whether before or after the date of this Agreement and irrespective of whether or not the Transaction is implemented) in each case pursuant to and in accordance with the terms of the Interim Financing Term Sheet.
Negotiation of Documents. This Agreement and all other Loan Documents have been negotiated by the parties at arm’s length, each represented by its own counsel, and the fact that the documents have been prepared by Lxxxxx’s counsel, after such negotiation, shall not be cause to construe any of such documents against Lxxxxx.
