Remarketing Assistance. 60 (f) Blue Sky Compliance .......................................................................... 62 (g) Ratings ...................................................................................... 62 (h) [Intentionally Omitted] ...................................................................... 62 (i) DTC Agreement ................................................................................ 62 (j)
Remarketing Assistance. (i) At any time until the Final Remarketing Date (the "Assistance Period"), the Company will, if reasonably requested by BAS, assist BAS in completing any Private Offering of the Remarketed Notes. Such assistance may, in each case, include the following:
(A) direct contact between the Company's and its Subsidiaries' officers and directors selected by BAS (in consultation with the Sponsor Parties) and prospective purchasers in "one-on-one meetings" and participating in meetings with rating agencies and one or more roadshow presentations to prospective purchasers;
(B) responding to reasonable inquiries of, and providing answers to, each prospective purchaser who so requests concerning the Company and its Subsidiaries (to the extent such information is available or can be acquired and made available to prospective purchasers without unreasonable effort or expense and to the extent the provision thereof is not prohibited by applicable law or applicable confidentiality restrictions) and the terms and conditions of the applicable distribution;
(C) if requested by BAS, making available to BAS information and materials to be used in connection with the distribution (including assistance in completion of any sales or placement agent's or co-manager's, if any, reasonable due diligence review of the Company and its Subsidiaries); and
(D) promptly preparing and providing to BAS all information with respect to the Company and its Subsidiaries, including projections, as BAS may reasonably request to successfully market and sell the Remarketed Notes. Any such projections that will so be made available to BAS by the Company or any of its representatives will be prepared in good faith based upon reasonable assumptions.
(ii) During the Assistance Period, the Company will allow BAS, in consultation with the Company, to manage all aspects of the distribution, including decisions as to the selection of institutions to be approached and when and how they will be approached.
(iii) During the Assistance Period, the Company will prepare and print, at its own expense, preliminary offering memoranda with respect to the Remarketed Notes (each, a "Preliminary Offering Memorandum") for distribution no later than three Business Days after a request therefor by BAS.
(iv) During the Assistance Period, the Company will, in connection with the marketing and sale of the Remarketed Notes, promptly prepare and print, at its own expense, offering memoranda with respect to the Remarketed Notes (...
Remarketing Assistance. The parties acknowledge that in order for GEN to be able to perform Services in the volume anticipated by the parties, that GEN will need to increase its capacity to perform such services, including the acquisition of additional WAVE instruments manufactured by TBIO. If, during the term of this Agreement, the anticipated volume of Services to be performed under this Agreement are not realized by the parties and GEN determines that it has excess WAVE instruments, TBIO agrees that it will use its best efforts in assisting GEN to re-sell such excess WAVE instruments. Nothing in this Section 2.01 shall obligate TBIO to repurchase any such WAVE instruments for its own account.
Remarketing Assistance. (a) Upon the occurrence of a failure of a Customer to pay GE any amounts owed GE within sixty (60) days after the applicable due date, provided that GE has made the applicable Equipment legally available, OMNICELL will obtain physical possession of the System and pay all costs related to taking possession, including but not limited to deinstallation and transportation. OMNICELL will then have a first right of refusal to purchase the Equipment at GE's Net Book Value. Should OMNICELL choose not to purchase the Equipment, OMNICELL will promptly provide GE with a written estimate of its costs of repair, refurbishment, insurance and remarketing ("Out-Of-Pocket Costs"
Remarketing Assistance. (a) Upon the occurrence of a failure of a Customer to pay GE any amounts owed GE within sixty (60) days after the applicable due date, upon GE’s request and provided that GE has made the applicable Equipment legally available, OMNICELL will use commercially reasonable efforts to obtain physical possession of the System; provided further, that OMNICELL shall not be required to take any legal action or to commence any legal proceeding against the Customer to obtain possession. GE shall promptly reimburse OMNICELL for all costs related to taking possession, including but not limited to deinstallation and transportation. OMNICELL will then have a first right of refusal to purchase the Equipment at GE’s Net Book Value. Should OMNICELL choose not to purchase the Equipment, OMNICELL will promptly provide GE with a written estimate of its costs of repair, refurbishment, insurance and remarketing (“Out-Of-Pocket Costs”). If GE approves such Out-Of-Pocket Costs, OMNICELL will repair and refurbish the System, including replacing the existing Software configuration with its most recent available Software upgrades (if necessary), and attempt to remarket the System to a third party on a ninety (90) day basis during the Remarketing Period. If the Equipment has not been remarketed by OMNICELL within the ninety (90) day period, GE and OMNICELL may agree to continue to have OMNICELL remarket the equipment for additional period(s) or GE shall be able to remarket the equipment itself. GE will pay OMNICELL its previously approved Out-Of-Pocket Costs, but will not be obligated to pay Out-Of-Pocket Costs which exceed the estimated Out-Of-Pocket Costs by more than five percent (5%). If GE does not approve such Out-Of-Pocket Costs, (i) OMNICELL shall have a right of first refusal to purchase the Equipment for an amount equal to GE’s Net Book Value, and (ii) if OMNICELL does not exercise such right of first refusal within ten (10) days after written notice from GE of such failure to approve the Out-Of-Pocket Costs, OMNICELL will promptly cause the System to be crated and safely delivered to a location selected by GE and GE will use commercially reasonable efforts to remarket the System and distribute the proceeds pursuant to this Agreement.
(b) In performing its remarketing responsibilities hereunder: (i) OMNICELL will remarket the System on a non-discriminatory and non-priority basis, as compared to substantially similar used equipment and software owned by OMNICELL or another par...
Remarketing Assistance. Upon request of Lender, Dealer agrees to assist in the remarketing of repossessed or recovered Equipment on Lender’s behalf in accordance with the following:
a. The terms of re-sale will be established by Lender, in writing.
b. Lender represents and warrants that it has good and marketable title to such Equipment and there are no liens against the Equipment of which Lender is aware.
c. Such Equipment shall be stored without charge on Dealer’s premises separately from Dealer’s other inventory but shall be displayed in the same or similar manner as other inventory for sale at retail or lease.
d. Necessary reconditioning will be agreed upon at the time any Equipment is repossessed or recovered.
e. Dealer shall use its best efforts to re-market and with Lender’s prior concurrence, sell all such Equipment in a commercially reasonable manner under the terms hereof. Proceeds received by Dealer from the sale of such Equipment shall be immediately remitted to Lender.
Remarketing Assistance
