Assistance in Financing Sample Clauses

Assistance in Financing. Blackhawk acknowledges that the Purchaser currently intends that payment of the Purchase Price pursuant to Section 4.3 will be financed, in part, by an offering of High Yield Securities and the arranging of funded senior bank debt financing. Blackhawk will provide customary assistance in connection with the Purchaser's efforts to raise such financing, including, without limitation, making senior management reasonably available for meetings with prospective lenders and investors and cooperating in the preparation of offering documents and necessary financial and business information to enable documents, including the financial statements of Blackhawk, to comply with the rules and regulations of the Securities and Exchange Commission, it being recognized that the Sellers and Blackhawk (prior to the Closing) will have no responsibility with respect to such compliance.
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Assistance in Financing. The Company acknowledges that Acquisition currently intends that payment of the Cash Consideration pursuant to Section 4.1 will be financed, in part, by an offering of securities and the arranging of senior bank debt financing. The Company will provide customary assistance in connection with Acquisition's efforts to raise such financing, including, without limitation, making senior management reasonably available for meetings with prospective lenders and investors and cooperating in the preparation of offering documents and necessary financial and business information to enable documents, including the financial statements of the Company, to comply with the rules and regulations of the Securities and Exchange Commission, it being recognized that (a) neither the Company (prior to Closing) nor the Stockholders will have any responsibility with respect to such compliance, (b) the Company and the Stockholders and members of the Company's management will be appropriately indemnified by Acquisition and/or Xxxxxx in connection therewith, and (c) Acquisition and/or Xxxxxx will pay any travel expenses incurred by the Company's executive officers in connection therewith.
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Assistance in Financing. (a) Tribune Parties agree to use their reasonable best efforts to provide all cooperation reasonably requested by Cablevision Parties in connection with the Debt Financing, including without limitation: (i) providing and causing their advisors to provide all information reasonably deemed necessary by Cablevision Parties or the providers of such Debt Financing to complete syndication of the Debt Financing, including, but not limited to: (A) financial information deemed necessary by Cablevision Parties or the providers of such Debt Financing for the consummation of such Debt Financing and (B) financial projections concerning the Business; (ii) assisting in the preparation and updating of the information memoranda (which the Tribune Parties acknowledge must (other than with respect to the Audited Financial Statements and any Interim Financial Statements) be completed by the Cablevision Parties within 35 days after the date of this Agreement) and other materials to be used in connection with the Debt Financing and any related syndication efforts, including participating in due diligence and drafting sessions (Tribune Parties understand and acknowledge that the Cablevision Parties are required to provide such information memoranda within 35 days after the date of this Agreement in order for the Cablevision Parties to comply with the Commitment Letter); (iii) cooperating in procuring a rating for the Debt Financing from each of Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc., including by having senior management of Newsday participating in meetings with ratings agencies; (iv) making the officers and advisors of Newsday and its subsidiaries available from time to time to attend and make presentations regarding its business and prospects at one or more meetings of prospective lenders; and (v) assisting in the preparation of credit and other definitive financing agreements and other certificates and documents, including, without limitation, solvency certificates, officers’ certificates demonstrating compliance with restrictive covenants consents, pledge and security documents and perfection certificates, as may be reasonably requested in connection with the foregoing. Without limitation of the foregoing, Tribune Parties shall provide Cablevision Parties with the information on Schedule 4.13(a) no later than 35 days after the date of this Agreement. In the event that Tribune Parties breach this Section 4.13(a) in any material respect, then Ca...
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Assistance in Financing. Parent and Sub acknowledge that Sub currently intends that payment of the Merger Consideration will be financed by an offering of securities and the arranging of senior bank debt financing. The Company will provide customary assistance in connection with Parent and Sub's efforts to raise such financing, including, without limitation, making senior management reasonably available for meetings with prospective lenders and investors and cooperating in the preparation of offering documents and necessary financial and business information to enable documents, including the financial statements of the Company, to comply with the rules and regulations of the Securities and Exchange Commission, it being recognized that (a) neither the Company or any of the stockholders of the Company will have any responsibility with respect to such compliance, (b) it is contemplated that the indemnification described at Section 5.8 will apply to such efforts, and (c) Parent and Sub will pay any travel expenses incurred by the Company's executive officers in connection therewith.
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Assistance in Financing. 31 6.15 [Reserved].................................................... 31 6.16 Resignation and Replacement of Trustees of Endowment Care Fund 32 6.17 Restrictions on Transfer of the Xxxxxx Shares................. 32 6.18
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Assistance in Financing. Seller acknowledges that Buyer currently intends that payment of the Purchase Price pursuant to Section 2.4 will be financed, in part, by an offering of securities and the arranging of senior bank debt financing. Seller will provide customary assistance in connection with Buyer's efforts to raise such financing, including, without limitation, making senior management reasonably available for meetings with prospective lenders and investors and cooperating in the preparation of offering documents and necessary financial and business information to enable documents, including the financial statements of Seller, to comply with the rules and regulations of the Securities and Exchange Commission, it being recognized that Seller will have no responsibility with respect to such compliance and will be appropriately indemnified by Buyer in connection therewith. Buyer shall reimburse Seller for reasonable expenses incurred by Seller for preparation of financial statements required in connection with such offering.
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Related to Assistance in Financing

  • Coronavirus Relief Fund – Rental Assistance Application The Coronavirus Relief Fund – Rental Assistance Application should contain all the necessary information to determine whether a Household is potentially eligible for CRF assistance. In accordance with the provisions of Sections 760.20-760.37, Fla. Stat., it is unlawful to discriminate on the basis of race, religion, color, sex, familial status, national origin, or handicap in the award application process for Eligible Housing.

  • Cooperation with Financing Prior to the Closing, Sellers shall use reasonable best efforts and shall cause the Companies to use their reasonable best efforts to cooperate with Acquiror, in connection with the arrangement of the Debt Financing or any part thereof as may be reasonably requested by Acquiror (provided that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of any of Sellers or the Companies), including using reasonable best efforts to (i) participate at reasonable times in a reasonable number of meetings with Acquiror’s financing sources (including due diligence sessions and customary “roadshow”, ratings agency and lender presentations), (ii) furnish Acquiror and its financing sources with additional financial and other pertinent information (including pro forma information for historical periods) regarding the Companies as shall exist and be reasonably requested by Acquiror, (iii) reasonably assist Acquiror and its financing sources in the preparation of materials for rating agency presentations, (iv) reasonably cooperate with the marketing efforts of Acquiror and its financing sources for any portion of the Debt Financing (including with respect to Acquiror’s preparation of any bank information memorandum (including public-side versions thereof), offering memorandum, private placement memorandum, prospectuses or similar documents, including delivery of customary representation letters), (v) assist Acquiror in obtaining surveys and title insurance, (vi) reasonably cooperate with and provide reasonable access to prospective lenders, arrangers, and their respective advisors, in each case that are subject to customary confidentiality obligations, in performing their due diligence, (vii) enter into customary purchase agreements with underwriters or arrangers that will be effective at or after the Closing, (viii) provide, no later than five (5) Business Days prior to the anticipated Closing Date, documentation and other information about the Companies as is required by both the Debt Commitment Letter and applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) to the extent reasonably requested at least ten (10) Business Days prior to the anticipated Closing Date and (ix) executing or delivering, as applicable, on the Closing Date and effective at or after the Closing only, any credit agreement, guarantee, pledge and security documents, landlord waivers, control agreements, lock box arrangements, other definitive financing documents or other requested certificates, existing appraisals, existing surveys, or existing title insurance policies, in each case to the extent reasonably requested, in connection with the Debt Financing, including documents relating to the release of Liens or Indebtedness and otherwise facilitating the pledging of any collateral; provided, in each case in clauses (i) through (ix), that (A) none of Sellers or any of their respective Subsidiaries (other than the Companies) shall be required to incur any liability in connection with the Debt Financing and none of the Companies shall be required to incur any liability in connection with the Debt Financing prior to the Closing, (B) neither (i) the boards of directors, boards of managers or similar governing bodies of Sellers, (ii) the directors, officers or managers of their respective Subsidiaries (other than the Companies) nor (iii) the pre-Closing directors, officers or managers of the Companies shall be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, other than with respect to such actions that are both conditioned on the Closing and reasonably necessary to permit the completion of the Debt Financing, (C) none of Sellers nor any of their respective Subsidiaries (other than the Companies) shall be required to execute any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Debt Financing and none of the Companies shall be required to execute any definitive financing documents prior to the Closing, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Debt Financing and (D) nothing in this Section 5.6 shall require cooperation to the extent that it would (i) cause any condition to Closing set forth in Article VIII to not be satisfied or otherwise cause any breach of this Agreement or (ii) require Sellers or any of their respective Subsidiaries to take any action that would reasonably be expected to conflict with or violate such Person’s organizational documents or any Law, or result in the contravention of, or result in a violation or breach of, or default under, any Contract. From and after the commencement of the Marketing Period through and including the Closing Date, Sellers shall use reasonable best efforts to periodically update any Required Information provided to Acquiror if failure to do so would result in the Marketing Period to cease to be deemed to have commenced. Acquiror shall indemnify, defend and hold harmless Sellers and their respective Subsidiaries, and their respective directors, officers, employees and Representatives, from and against any liability or obligation to providers of the Debt Financing in connection with the Debt Financing and any information provided in connection therewith other than historical financial information provided by the Sellers, and the Acquiror Guaranty shall guaranty the obligations of Acquiror pursuant to this Section 5.6, in each case, other than to the extent any of the foregoing arises from the willful misconduct of, or material breach of this Agreement by, (x) any Seller or (y) any of their respective Affiliates or any of their respective directors, officers, employees and Representatives (in each case, only to the extent the party seeking indemnity under this sentence has committed such willful misconduct or material breach). Further, Sellers, on behalf of themselves and their Affiliates, hereby consent to the reasonable and customary use of their and their Affiliates’ trademarks, service marks or logos in connection with the Debt Financing; provided that such trademarks, service marks or logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Sellers or any of their Affiliates or the reputation or goodwill of Sellers or any of their Affiliates or any of their respective Intellectual Property rights and provided that in each instance the use of their and their Affiliates’ trademarks, service marks or logos is first submitted to and approved in writing by Sellers (which approval shall not be unreasonably withheld, conditioned or delayed) and any Action or Losses related to such use shall be the responsibility of Acquiror. Acquiror shall promptly upon Sellers’ request reimburse Sellers and their respective Subsidiaries for all reasonable and documented or invoiced out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) incurred by Sellers or their respective Subsidiaries in connection with such cooperation pursuant to this Section 5.6 and, to the extent Acquiror does not reimburse Sellers or the applicable Subsidiary for any such cost or expense on or prior to the date of the Closing Date Statement, the Companies shall be deemed to have a current asset on the Closing Date Statement in the amount of such unreimbursed costs and expenses. Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 8.2(b), as it applies to Sellers’ obligations under this Section 5.6, shall be deemed satisfied unless Sellers have knowingly and willfully materially breached their obligations under this Section 5.6. If Sellers at any point believe that they have delivered the Required Information in accordance with this Section 5.6, they may deliver to Acquiror a written notice to such effect, in which case Sellers shall be deemed to have delivered the Required Information unless Acquiror shall provide to Sellers within two (2) Business Days a written notice describing in reasonable detail what information that constitutes Required Information Sellers have not delivered. In furtherance of the foregoing, Acquiror shall use commercially reasonable efforts to cause the Lenders to identify in writing and in reasonable detail all financial data expected to constitute Required Information (other than the financial statements described herein) on or before October 3, 2012 and shall provide Sellers such information as soon as reasonably practicable after receipt thereof.

  • Financing Assistance O&M Contractor shall cooperate with Owner in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

  • Additional Financing The Borrower hereby covenants and agrees that, except for Permitted Encumbrances and except as otherwise contemplated in the Mortgage, without the prior written consent of the Significant Bondholder, if any, it shall not create, incur, assume or guaranty any financing secured by the Project or other financings except (i) the transactions contemplated in the Subordinate Loan Documents, (ii) the Permitted Encumbrances and as otherwise contemplated in the Mortgage, and (iii) unsecured loans or advances by the Borrower’s partners as contemplated or permitted by the Partnership Agreement.

  • Payments for Distribution Assistance and Administrative Support Services (a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor:

  • Assistance in Litigation Executive shall, during and after termination of employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination shall be furnished at mutually agreeable times and for mutually agreeable compensation.

  • Financing Services The Manager shall:

  • ASSISTANCE IN THE COLLECTION OF TAXES 1. The Contracting States shall lend assistance to each other in the collection of revenue claims. This assistance is not restricted by Articles 1 and 2. The competent authorities of the Contracting States may by mutual agreement settle the mode of application of this Article.

  • Third Party Financing If Product acquisitions are financed through any third party financing, Contractor may be required as a condition of Contract Award to agree to the terms and conditions of a “Consent & Acknowledgment Agreement” in a form acceptable to the Commissioner.

  • Pre-financing Pre-financing is intended to provide the beneficiary with a float. Where required by the provisions of Article I.4 on pre-financing, the beneficiary shall furnish a financial guarantee from a bank or an approved financial institution established in one of the Member States of the European Union. The guarantor shall stand as first call guarantor and shall not require the Commission to have recourse against the principal debtor (the beneficiary). The financial guarantee shall remain in force until final payments by the Commission match the proportion of the total grant accounted for by pre-financing. The Commission undertakes to release the guarantee within 30 days following that date.

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