Buyer Financing. (a) Subject to Section 1.7 hereto, Buyers shall use their reasonable best efforts to arrange and to consummate the Debt Financing as soon as reasonably practicable after the date of this Agreement on the terms described in the Debt Commitment Letter and Fee Letter, which shall include using their reasonable best efforts (i) to maintain in full force and effect the Debt Commitment Letter and Fee Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and execute all definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions set forth in the Debt Commitment Letter and Fee Letter (the “Financing Agreements”), (iii) to satisfy on a timely basis all conditions that are within its control to the Debt Commitment Letter, Fee Letter and the Financing Agreements that are applicable to the Buyers, (iv) to comply with its material obligations under the Debt Commitment Letter, the Fee Letter and any related documents, (v) to enforce their rights under the Debt Commitment Letter, Fee Letter and Financing Agreements; provided, that in no event shall Buyers be required to pursue or threaten any litigation against the Debt Financing Sources and (vi) to consummate the Debt Financing at the Closing if such Debt Financing is available in accordance with the terms of the Debt Commitment Letter and Fee Letter; provided, however, that if funds in the amounts and on the terms set forth in the Debt Commitment Letter and Fee Letter become unavailable to the Buyers on the terms and conditions set forth therein, the Buyers shall use their reasonable best efforts to obtain as promptly as practicable, alternative debt financing on terms no less favorable in the aggregate (taking into account any “flex” provisions in the Fee Letter) to Buyer (the “Alternative Financing”) in an amount sufficient, when added to the portion of the Debt Financing that is still available and funds to be supplied by the Buyers (or their Affiliates), to consummate the transactions contemplated under this Agreement and to pay any other amounts required to be paid by the Buyers and their Affiliates in connection with the consummation of the transactions contemplated under this Agreement, including all related fees and expenses to be paid by the Buyers and their Affiliates and to provide the Sellers with a copy of a new financing commitment that provides for such Alternative Financing (the “Alternative Financ...
Buyer Financing. The obligation of Buyer to close the transaction contemplated by this Agreement is contingent upon the closing of a mortgage loan secured by the Property from Buyer's lender of choice on terms satisfactory to Buyer in Buyer's sole and absolute discretion (the "Buyer Financing"). Without limiting the foregoing, so long as this Agreement remains in effect, Buyer, at its expense, shall use commercially reasonable efforts to obtain a commitment for the Buyer Financing and to satisfy the closing conditions of the Buyer Financing applicable to Buyer. Buyer shall be responsible for any costs, fees or expenses arising out of the Buyer Financing. Buyer may terminate this Agreement at any time prior to the Closing Date due to the actual or anticipated failure to close the Buyer Financing by delivering written notice thereof to Seller, in which case this Agreement will terminate and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement).
Buyer Financing. Buyer shall have provided a financing commitment sufficient to finance the construction of the Project, reasonably satisfactory to Seller.
Buyer Financing. If the Buyer is relying upon a new mortgage to finance the Purchase Price the Buyer, while still required to pay the Purchase Price on completion date, may wait to pay the Purchase Price to the Seller until after the transfer and new mortgage documents have been lodged for registration in the appropriate Land Title Office, but only if before such lodging, the Buyer has: (a) made available for tender to the Seller that portion of the Purchase Price not secured by the new mortgage, and (b) fulfilled all the new Mortgagee's conditions for funding except lodging the mortgage for registration, and (c) made available to the Seller, A Lawyer's or Notary's undertaking to pay the Purchase Price upon the lodging of the transfer and new mortgage documents and the advance by the mortgagee of the mortgage proceeds pursuant to the Canadian Bar Association (BC Branch) (Real Property Section) standard undertakings (the “CBA Standard Undertakings”).
Buyer Financing. Buyer shall use commercially reasonable efforts to obtain financing for the purchase of the Properties on terms and conditions in the aggregate reasonably satisfactory to Buyer (the “Buyer Financing”). Upon request of Buyer, each Seller shall provide reasonable cooperation and assistance to Buyer in connection with the arrangement of the Buyer Financing; provided that such requested cooperation and assistance does not unreasonably interfere with the ongoing business of such Seller.
Buyer Financing. The Sellers acknowledge that the Buyer may undertake an equity and/or debt financing (the “Financing”), the proceeds of which may be used to fund all or a portion of the Purchase Price; provided that, the Closing and the Buyer’s obligations under this Agreement shall not be conditioned upon the successful completion of the Financing. The Company and the Seller Representative, on behalf of the Sellers, agree that they shall use their respective commercially reasonable efforts to cooperate with the Buyer’s efforts to complete the Financing, including, if requested by the Buyer: (a) assisting the Buyer’s auditors in preparing audited financial statements for the Company and its Subsidiaries for the year ended December 31, 2013; (b) using commercially reasonable efforts to cause the Company’s independent auditors to deliver customary “comfort letters” in connection with the Financing, which comfort letters shall comply with the requirements of PCAOB AU Section 634 and cover such periods as are addressed by the applicable Financial Statements and are required under Regulation S-X to be included in a registration statement for a Financing registered with the Securities and Exchange Commission, together with negative assurance for any subsequent partial period for which the applicable financial information for the Company and its Subsidiaries is available to the extent such partial period is within 135 days of the date of the latest audited or reviewed financial statements for the Business; and (c) providing such information to the underwriters, initial purchasers, lenders or other parties in any such proposed Financing as may be reasonably requested in connection with such parties’ due diligence investigation of the Company and its Subsidiaries, including permitting the Buyer’s lenders or their agents to conduct an on-site evaluation of the Company and its Subsidiaries. The Buyer shall promptly, upon request by the Company from time to time, reimburse the Company for the reasonable, documented out-of-pocket costs incurred by the Company in connection with such cooperation.
Buyer Financing. Buyer has, or prior to Closing will have, sufficient funds to enable it to pay the consideration required to be paid by Buyer pursuant to Article I and to perform its obligations hereunder.
Buyer Financing. Buyer shall use its commercially reasonable efforts to obtain the Acquisition Financing on the terms and conditions described in the Financing Commitments, including using commercially reasonable efforts (i) to negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments and (ii) to satisfy all conditions applicable to Buyer in such definitive agreements.
Buyer Financing. On or prior to Closing, Buyer will have sufficient funds or have in place capital commitments to provide sufficient funds to purchase the Shares and the Strategix Assets and Strategix Liabilities on the terms and conditions contained in this Agreement. From time to time at Seller's request Buyer will update Seller as to the status of its financing.
Buyer Financing. Buyer has sufficient cash, available lines of credit or other sources of available funds to enable it to make payment of the Purchase Price and any other amounts to be paid by it hereunder.
