Purchaser Financing Clause Samples

Purchaser Financing. (1) The Purchaser has delivered to the Company a true, complete and accurate copy of the executed commitment letter, dated as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment Letter, and shall not permit, without the prior written consent of the Sellers’ Representative, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letter. (2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required t...

Purchaser Financing. Notwithstanding the provisions of ARTICLE 5 with respect to the Loan Assumptions, but subject to the provisions of Section 4.6, Purchaser assumes full responsibility to obtain the funds required for settlement, and neither Purchaser’s acquisition of such funds nor approval of a Loan Assumption shall be a contingency to the Closing; provided, however, in the event that Sellers elect to convert an Assumption Property to a Payoff Property as provided herein, but Purchaser is unable to obtain new financing for such Property as a result of ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae ceasing all lending operations, this Agreement shall terminate with respect to such Assumption Property, in which event Purchaser shall receive a credit at Closing against the Base Purchase Price for the remaining Properties in an amount equal to the Applicable Share of the Deposit allocated to such terminated Assumption Property.

Purchaser Financing. Should the Purchaser elect to finance its purchase of Contracts and Related Rights under this Agreement, the Seller shall provide the Purchaser with such assistance as the Purchaser may reasonably request of it to facilitate the completion of such transaction, including, without limitation, participating in a reasonable amount of conference calls and basic due diligence that a financing partner may require, provided that the Seller is not required to incur (a) any out-of-pocket costs in connection with such assistance or (b) any obligation or liability to such financing partner. The Seller shall upon request provide the same level of assistance to any ▇▇▇▇▇▇▇▇▇ Investor which elects to finance its purchase of the beneficial interest in Contracts and Related Rights from the Purchaser.

Purchaser Financing. Purchaser will proceed in good faith and use all reasonable efforts to obtain financing on commercially reasonable terms in amounts and structure reasonably consistent with Purchaser's financing plan as set forth in Purchaser's written proposal to Seller dated September 25, 1998 (the "Purchaser Financing").

Purchaser Financing. (a) Purchaser shall use Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letter, including using Reasonable Efforts to (i) maintain in effect the Debt Commitment Letter until the funding of the Debt Financing at the Closing, (ii) satisfy (or obtain waivers to) on a timely basis all conditions to funding of the Debt Financing in the Debt Commitment Letter that are within Purchaser’s control, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Commitment Letter (subject to the exercise of any “flex” provisions contained therein) on or prior to the Closing and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letter, consummate the Debt Financing on or prior to the Closing. To the extent requested by the Seller Group from time to time, Purchaser shall keep Seller informed on a reasonably current basis of the status of the Debt Financing. (b) In the event any portion of the Debt Financing becomes unavailable (after giving effect to any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, Purchaser shall promptly notify Seller Group in writing and use its Reasonable Efforts to arrange to obtain alternative financing from alternative or the same sources on terms not materially less favorable taken as a whole to Purchaser (as determined in good faith by Purchaser) than those contained in the Debt Commitment Letter in an amount, when added with Purchaser’s other financial resources, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event (the “Alternative Financing”) and the provisions of this Section 4.10 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement (other than Section 3.5), all references to the “Debt Financing” shall be deemed to include such Alternative Financing, all references to the “Debt Com...

Purchaser Financing. Purchaser's obligation to purchase the PSE Colstrip Transmission Assets at the Closing is subject to the receipt by Purchaser, on or prior to the Closing, of the Purchaser Financing or other financing reasonably satisfactory to Purchaser.

Purchaser Financing. (a) During the period from the date of this Agreement and continuing until the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, provide such cooperation and assistance to Purchaser in connection with the arrangement of the Financing as may be reasonably requested by Purchaser, including the following actions: (i) participating in a reasonable number of meetings with (including to participate in a reasonable number of one-on-one meetings with) the Financing Sources and prospective investors in the Financing (and to cause the members of senior management and Representatives of the Company to participate in such meetings), and due diligence sessions, and cooperating reasonably with the marketing efforts of Purchaser and the Financing Sources, in connection with all or any portion of the Financing; (ii) assisting Purchaser and the Financing Sources in the preparation of offering documents, business projections and pro formas, investor presentations, and other similar materials or similar documents required in connection with any of the Financing; (iii) furnishing to Purchaser and the Financing Sources as promptly as reasonably practical and, in all cases, in a timely manner, (i) audited consolidated balance sheets and the related audited statements of income, shareholder’s equity and cash flows of the Company for the most recently completed fiscal year ended at least ninety (90) calendar days before the Closing Date and (ii) such other financial or pertinent information regarding the Company and its Subsidiaries as may be reasonably available to the Company, and which is (A) reasonably requested by Purchaser, and (B) reasonably necessary in order to consummate the Financing, including in connection with the preparation of customary pro forma financial information (excluding any historical financial statements, which are addressed solely in clause (i) above); (iv) cooperating reasonably with the Financing Sources’ customary due diligence; (v) using commercially reasonable efforts to take such actions as are reasonably requested by Purchaser or the Financing Sources and, if requested by Purchaser or the Financing Sources, the taking of corporate actions by the Company and its Subsidiaries with respect to entering into definitive documentation with respect to the Financing; provided, that any such corporate actions shall b...

Purchaser Financing. Purchaser shall notify Seller of any Substitute Financing Commitment and will provide Seller with a copy of such Substitute Financing Commitment prior to entering into such commitment. Purchaser shall use its commercially reasonable efforts to obtain the financing contemplated by the Financing Commitment.

Purchaser Financing. Except as otherwise provided in (i) Section 4.6.9 above with respect to the Loan Assumption and Release for the Assumed Properties, (ii) Section 4.7 above with respect to the Purchaser Loans for the Lazy Hollow Property and the Hillmeade Property and (iii) Section 4.8 with respect to the AIMCO Loans for the AIMCO Loan Properties, 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.