Financing Sample Clauses
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Financing. Tenant may seek to obtain a loan to finance the Improvements and to refinance the Improvements from time to time during the Term. For such purpose only, Tenant shall have the right, with Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, to assign all or part of Tenant’s interest under this Lease, as security to any Institutional Lender (a “Leasehold Mortgagee”) which has advanced such funds to Tenant pursuant to a promissory note and a trust deed or mortgage (collectively, the “Trust Deed”). Landlord’s written approval or denial shall be provided to Tenant within twenty (20) Business Days of Tenant’s written request, which shall contain the information regarding the assignee’s financial strength, reputation and experience delineated in Section 12.1. If Landlord does not respond to the request within twenty (20) Business Days, the request shall be deemed approved. In the event Tenant assigns all or any portion of Tenant’s Interest to secure a loan permitted under this Section 14.2, then the following shall apply:
(a) Landlord will enter into a Lender Recognition Agreement with the Leasehold Mortgagee;
(b) The Landlord shall not be required to sign any Trust Deed or the Note, or otherwise become obligated thereunder;
(c) No such lien, charge or encumbrance shall constitute a lien or encumbrance upon the Landlord’s fee title in the Premises or their reversionary interest in the Improvements;
(d) Any interest in the Premises which the Trust Deed establishes in a trustee, and any lien which it creates, shall expire on or before the date of expiration of this Lease;
(e) The Trust Deed imposes no financial obligations on the Landlord, contingent or otherwise;
(f) The Trust Deed shall neither subordinate nor affect the Landlord’s right to convey, mortgage, encumber or otherwise hypothecate in any way the Landlord’s fee or leasehold title (respectively) or reversionary interest in the Improvements or the Premises;
(g) Except as otherwise provided herein, no Leasehold Mortgagee or anyone claiming by, through or under such Leasehold Mortgagee shall, by virtue of such claim, acquire any greater rights than Tenant then had under this Lease;
(h) The Trust Deed shall be subject to all conditions, covenants and restrictions of this Lease and to all rights of Landlord hereunder;
(i) The Landlord will accept performance under this Lease by any Leasehold Mortgagee as though the same had been performed by Tenant;
(j) The time...
Financing. Buyer has delivered to Seller a true and complete copy of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment...
Financing. (a) Subject to the terms and conditions of this Agreement, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter pursuant to the terms thereof (including any “market flex” provisions) including using its reasonable best efforts to seek to enforce its rights under the Debt Commitment Letter in the event of a breach thereof by the financing provider(s) thereunder. Parent shall not, without the Company’s prior written consent, permit any amendment, supplement, replacement or modification to be made to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, supplement, replacement, modification or waiver (A) reduces the aggregate amount of the cash proceeds from the Debt Financing or (B) imposes new or additional conditions to the initial funding or otherwise expands any of the conditions to the receipt of the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter in a manner that would reasonably be expected to (x) delay or prevent the funding in full of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date, or (y) adversely affect the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto (provided, that Parent may amend the Debt Commitment Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities so long as such action would not reasonably be expected to delay or prevent the Closing). Parent shall promptly deliver to the Company true, complete and correct copies of any such amendment, modification or replacement.
(b) Parent shall, and shall cause its Affiliates and Representatives to, use its reasonable best efforts (A) to maintain in effect the Debt Commitment Letter (provided that the Debt Commitment Letter may be amended, supplemented, replaced, modified or waived as provided in this Section 6.13), (B) to negotiate and enter into definitive agreements with respect to the Debt Commitment Letter (the “Debt Financing Agreements”) on the terms and conditions that are not materially less favorable to Parent than those contained in the Debt Commitment Letter, (C) to satisfy on a timely basis (or o...
Financing. 2.01. The Association agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a credit in an amount equivalent to three million Special Drawing Rights (SDR 3,000,000) (variously, “Credit” and “Financing”) to assist in financing the project described in Schedule 1 to this Agreement (“Project”).
2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section IV of Schedule 2 to this Agreement.
2.03. The Maximum Commitment Charge Rate payable by the Recipient on the Unwithdrawn Financing Balance shall be one-half of one percent (1/2 of 1%) per annum.
Financing. (a) Buyer has delivered to Seller (i) true, correct and complete copies of the executed commitment letter, dated as of the date hereof, between The Laclede Group, Inc., ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of the date hereof, between Buyer, ▇▇▇▇▇ Fargo Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC (the “Fee Letter”) related to the Financing. At the Closing, Buyer will have sufficient funds to enable it to consummate the transactions contemplated by this Agreement. Neither the Financing Letter or Fee Letter has been amended or modified and the commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect.
(b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of The Laclede Group, Inc. and, to the knowledge of Buyer, the other parties to the Financing Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Financing Letter and the Fee Letter. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Buyer, or to the knowledge of Buyer, any other party, under the Financing Letter or Fee Letter. As of the date hereof, Buyer reasonably believes that the conditions to the Financing contemplated in the Financing Letter and the Fee Letter will be satisfied, at or prior to the time contemplated hereunder for the Closing, except that no representation or warranty is being made as to whether any of Seller’s representations or warranties are true or correct or whether Seller has complied with its covenants contained in this Agreement.
Financing. 2.01. The Association agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant in an amount equivalent to one million nine hundred thousand Special Drawing Rights (SDR 1,900,000) (“Financing”) to assist in financing the project described in Schedule 1 to this Agreement (“Project”).
2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section IV of Schedule 2 to this Agreement.
2.03. The Maximum Commitment Charge Rate payable by the Recipient on the Unwithdrawn Financing Balance shall be one-half of one percent (1/2 of 1%) per annum.
2.04. The Payment Dates are May 15 and November 15 in each year.
2.05. The Payment Currency is United States Dollars.
Financing. (a) As of the date hereof, Purchaser has delivered to Seller true and correct copies of (i) the executed commitment letter, dated as of the date hereof, among Purchaser, SigmaTEK Systems, LLC (“SigmaTEK”) and the Financing Sources thereto (including all exhibits, schedules, and annexes thereto, and the executed fee letter associated therewith and referenced therein (collectively, the “Financing Commitment Documents”) (provided, however, that such Financing Commitment Documents may be redacted as to economic and “flex” terms, none of which would reduce the amount of the Financing to be funded on the Closing Date or adversely affect the conditionality or availability of the Financing contemplated thereby on the Closing Date), as may be amended or modified in accordance with the terms hereof, collectively, the “Financing Commitments”), pursuant to which the Financing Sources party thereto have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein, a portion of which shall be used for the purposes of funding the purchase of the Purchased Equity and the other transactions contemplated by this Agreement and paying the related fees and expenses specified herein (such portion, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement in any manner that would adversely impact the availability of, or add additional conditions precedent to the availability of the Financing, and, as of the date of this Agreement, no such amendment or modification is contemplated (other than, for the avoidance of doubt, amendments to the draft credit agreement contemplated thereby, and amendments or joinders to the Financing Commitments solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Financing Commitments as of the date hereof), and as of the date of this Agreement the commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect.
(b) Except for fee letters (complete copies of which have been provided to Seller; provided, however, that any such fee letter may redacted as to economic and “flex” terms, none of which would reduce the amount of the Financing to be funded on the Closing Date or adversely affect the conditionality or availability of the Financing contemplated thereby on the Closing Date), as of the date hereof there are no side letters or con...
Financing. Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the co...
Financing. The Plan Administrator may, in its absolute discretion and without any obligation to do so, permit Optionee to pay the Exercise Price for the purchased Option Shares by delivering a full-recourse promissory note payable to the Corporation. The terms of any such promissory note (including the interest rate, the requirements for collateral and the terms of repayment) shall be established by the Plan Administrator in its sole discretion.
Financing. (a) Parent has delivered to the Company a true and complete copy of a fully executed commitment letter (together with any term sheet relating thereto), dated as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the Transactions and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Debt Financing Sources” and each, a “Debt Financing Source”) have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein (the “Debt Financing”). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted.
(b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement or in connection with the Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its Subsidiaries that become due and payable in connection with, or as a result of, the Transactions, including the Merger and payment of all fees and expenses related to the foregoing.
(c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, a...