Syndication Sample Clauses

Syndication. (a) Each of the Obligors shall (and the Company shall procure that each member of the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by: (i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof; (ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda; (iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and (iv) use reasonable efforts to ensure that the syndication efforts benefit from the Group’s existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so. (b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.

Syndication. In the event that the Borrower elects to request an increase of the Revolving Credit Commitments, the Borrower and the Administrative Agent agree to mutually develop a syndication strategy, including timelines for commitments, to the extent the Administrative Agent agrees to assist in such syndication.

Syndication. (a) Subject to the terms and conditions of this Agreement (including Sections 19.1 and 19.2), the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto). (b) In the event a Syndicate is formed pursuant to the terms herein, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documents. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. The Arranger intends and reserves the right, after the execution of the Bridge Loan Agreement, to syndicate all or a part of the Initial Lenders’ Commitments to one or more financial institutions and/or lenders (collectively with the Initial Lenders, the “Lenders”) in one or more stages, and you acknowledge and agree that the commencement of syndication shall occur in the discretion of the Arranger in consultation with you. The selection of the Lenders (a) from the date hereof until the earlier of 30 days following the date hereof and the date of the completion of Successful Syndication (as defined below) (the “Initial Syndication Period”), shall be made jointly by the Arranger and the Borrower in accordance with the syndication plan (the “Syndication Plan”) for the Bridge Facility agreed to by the Borrower and the Arranger prior to the date hereof (provided, that such Syndication Plan shall include the pre-approval of any “Lender” under and as defined in the Existing Credit Agreement), (b) following the Initial Syndication Period, if and for so long as a Successful Syndication (as defined below) has not been achieved, shall be made by the Arranger in consultation with the Borrower and (c) following the achievement of a Successful Syndication, any further assignments of Commitments shall be in accordance with Section 10.6 of the Bridge Loan Agreement. The Arranger will not syndicate the Commitments to any institution identified as a “Disqualified Lender” in the Syndication Plan. The Arranger will lead the syndication, including determining the timing of all offers to potential Lenders, any title of agent or similar designations or roles awarded to any Lender (subject, however, to your rights to appoint Additional Agents as provided above) and the acceptance of commitments, the amounts offered, the final commitment allocations and the compensation provided to each Lender from the amounts to be paid to the Initial Financing Parties pursuant to the term of the Bridge Loan Agreement and this Fee and Syndication Letter; provided, that (x) during the Initial Syndication Period, all such determinations shall be made jointly by the Arranger and the Borrower in accordance with the Syndication Plan and (y) following the Initial Syndication Period, such determinations shall be made by the Arranger in consultation with the Borrower. The Commitments of the Initial Lenders under the Bridge Loan Agreement shall be reduced on a pro rata basis (or allocated between them as...

Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 11.8 set forth below.

Syndication. The Borrowers acknowledge that the Administrative Agent intends, and shall have the right, by itself or through its Affiliates, to syndicate or enter into co-lending arrangements with respect to the Loans and the Total Revolving Credit Commitment pursuant to this §19, and the Borrowers agree to cooperate with the Administrative Agent's and its Affiliate's syndication and/or co-lending efforts, such cooperation to include, without limitation, the provision of information reasonably requested by potential syndicate members.

Syndication. The provisions of this Section 9.7 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 9.7 set forth below.

Syndication. Citigroup reserves the right, before or after the execution of the Operative Documents, to syndicate all or a portion of its commitment to one or more other financial institutions (including institutional investors) that will become parties to the Operative Documents pursuant to a syndication to be managed by CGMI (the financial institutions becoming parties to the Operative Documents being collectively referred to herein as the “Lenders”). CGMI will manage all aspects of the syndication in consultation with France and the Borrower, including the timing of all offers to potential Lenders, the determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders and the compensation to be provided to the Lenders. France shall take, and shall use its best efforts to cause the Borrower to take, all action as CGMI may reasonably request to assist CGMI in forming a syndicate acceptable to CGMI. France’s and the Borrower’s assistance in forming such a syndicate shall include but not be limited to (i) making senior management and representatives of France and the Borrower available to participate in information meetings with potential Lenders at such times and places as CGMI may reasonably request; (ii) using France’s and the Borrower’s best efforts to ensure that the syndication efforts benefit from France’s, the Borrower’s and their respective owners’ lending relationships; and (iii) providing CGMI with all information reasonably deemed necessary by it to achieve Successful Syndication (as further defined). To ensure Successful Syndication of the Facilities, France agrees that until Successful Syndication has occurred, neither the Borrower nor France will, and will not permit any of their respective affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or debt security (including any renewals thereof), other than the facilities in respect of the acquisition of the capital stock of the Borrower to be provided by CGMI to France, without the prior written consent of CGMI. Citibank, N.A. will act as the sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” shall be deemed to have occurred...

Syndication. The Borrower acknowledges that the Arrangers intend, and acknowledges that the Arrangers shall have the right, by themselves or through their respective Affiliates, to syndicate or enter into co-lending arrangements with respect to the Loans and the Total Commitment pursuant to this §20, and the Borrower agrees to cooperate with the Arrangers’ and their respective Affiliates’ syndication and/or co-lending efforts, such cooperation to include, without limitation, the provision of information reasonably requested by potential syndicate members.

Syndication. The Lenders may at any time sell, assign or participate any portion or all of the Advances and the Facility Documents to one or more Persons subject to the terms and conditions of this Article XIII.