Buyer Financing. Subject to the terms and conditions of this Section 5.12, the Buyer shall use its reasonable best efforts to arrange the Financing as promptly as practicable and in a timely fashion substantially on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (a) maintain in effect the commitment for the Financing set forth in the Commitment Letters, (b) negotiate and execute definitive agreements with respect thereto on substantially the terms and conditions contemplated by the Commitment Letters (including any flex terms in the Debt Commitment Letters), (c) satisfy or obtain consent to waive (and cause its Affiliates to satisfy or obtain consent to waive), on a timely basis, all conditions applicable to the Buyer and its Affiliates in such Commitment Letters and the definitive agreements related thereto that are within their control and (d) upon the satisfaction or waiver of all the conditions precedent under Article VI, consummate or cause to consummate the Financing at or prior to Closing. Notwithstanding anything herein to the contrary, prior to the Closing, the Buyer shall not, without the prior written consent of the Seller, permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing (unless the Equity Financing or CDIB Financing is increased by an equivalent amount such that the aggregate funds that would be available to the Buyer at the Closing (taking into account the financing contemplated by the Equity Commitment Letter and the CDIB Commitment Letter) would not be sufficient to consummate the transactions contemplated hereby to occur on the Closing Date; and (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing, in each case, in a manner that would reasonably be expected to materially delay or prevent the Closing; provided, however, that the Buyer shall have the right without requiring any consent of the Seller to (A) add or replace arrangers, bookrunners, agents or similar entities, (B) increase the amount of Debt Financing or replace or reallocate one or more facilities with one or more new facilities or modify one or more facilities to replace, reallocate or otherwise modify the Debt Commitment Letter in a manner that would not reasonably be exp...
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. Buyer and/or WSFS Bank currently has, and at the Closing Date, Buyer will have, available cash and/or cash equivalents sufficient to pay the amounts required to be paid to Buyer pursuant to this Agreement, upon consummation of the Contemplated Transactions.
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 the 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
