Financing Arrangements. (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.
Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership paid IESG property management fees for property management services in the amounts of approximately $131,000, $129,000 and $171,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and has paid IESG property management fees equal to $68,000 during the first six months of 1998. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $197,000, $242,000 and $334,000, respectively, and has reimbursed them for such services in the amount of $88,000 through June 30, 1998. The reimbursement amounts for the year ended December 31, 1997 and the six months ended June 30, 1998 include $1,000 and $1,000, respectively, which amounts were paid to an affiliate of the General Partner for costs incurred in connection with construction oversight services. The Partnership paid $175,000 and $21,000 for the year ended December 31, 1997 and the six months ended June 30, 1998, respectively, to an affiliate of the General Partner for commercial lease commissions. The reimbursement amount for the six months ended June 30, 1998 includes $27,500 which was paid to an affiliate o...
Financing Arrangements. 1. The Borrower shall make available the proceeds of the Loan to the Project Implementing Entity, under terms and conditions satisfactory to the Bank, and the following principal terms:
Financing Arrangements. 16 SECTION 3.5. No Prior Activities...............................................................................16 SECTION 3.6. Brokers ..........................................................................................16 SECTION 3.7. Proxy Statement...................................................................................16
Financing Arrangements. (a) Parent and Acquiror shall use all reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letter, including using all reasonable efforts to (i) satisfy on a timely basis all conditions applicable to Parent and Acquiror to obtaining the Financing set forth therein, (ii) prior to the last day of the Marketing Period, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Financing, (iv) commence the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date and (v) consummate the Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate the transactions contemplated by this Agreement and (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) ...
Financing Arrangements. (a) Holding and Acquiror shall use their reasonable best efforts to obtain the Financing on the terms set forth in Commitment Letters and in an amount at least equal to the Financing on or prior to the date of the Company Stockholders Meeting. The Commitment Letters and the definitive agreements contemplated thereby (along with any other document pursuant to which Holding and Acquiror intends to obtain financing of all or a portion of the Financing) are referred to herein collectively as the "Financing Agreements". The Company will be afforded a reasonable opportunity to review and comment on the representations and warranties contained in the Financing Agreements. Holding and Acquiror shall use reasonable best efforts to ensure that the representations and warranties contained in the Financing Agreements shall be consistent with the Commitment Letters.
Financing Arrangements. The Offeror has made adequate arrangements to ensure that the required funds are available to effect payment in full for all of the Target Shares acquired pursuant to the Offer.
Financing Arrangements. Parent (including for this purpose one or more of its wholly-owned subsidiaries) has funds available to it sufficient to enable the Purchaser to purchase the Shares in accordance with the terms of this Agreement and to pay all amounts due (or which will, as a result of the transactions contemplated hereby, become due) in respect of any indebtedness of the Company for money borrowed.
Financing Arrangements. The Transfer Provisions shall apply to this Agreement and the Economic Development Property, except as otherwise provided in this Agreement. Pursuant to the Transfer Provisions, the County’s prior approval or subsequent ratification of the transfer of this Agreement or any Economic Development Property to which this Agreement relates may be evidenced by a letter or other writing of the County Administrator. To the extent permitted by the Act, the County approves that equity interests in the Company may be transferred (directly or through merger, consolidation or other reorganization) to another Person at any time, with or without notice to the County; provided, however, that in the event of such a transfer, the Company shall maintain its legal existence and duly perform and comply with the terms of this Agreement. Pursuant to the Transfer Provisions, the Company may enter into lending, financing, security, leasing, or similar arrangements, or succession of such arrangements, with a financing entity concerning all or part of the Project at any time. Any release of liability of the Company in connection with any transfer shall be subject to the County’s consent, not to be unreasonably withheld, and the County’s consent to such release may be evidenced by a resolution adopted by the County Council of the County to that effect.
Financing Arrangements. The Offer and the Recapitalisation Funding will be financed by way of equity contributions from the Joint Bidders, or their controlled affiliates, in accordance with the Joint Bidding Agreement, pursuant to which: ACM will contribute a minimum of US$ 6,000,000 and a maximum of US$ 79,800,000, by way of subscription for ordinary shares in the capital of Bidco at a price of £1.75 per share, provided that if ACM funds to its maximum amount and ACON does not, ACM will be entitled to take up some or all of ACON's shortfall; ACON will contribute a minimum of US$ 75,000,000 and a maximum of US$ 171,500,000, by way of subscription for ordinary shares in the capital of Bidco at a price of £1.75 per share, provided that if ACON funds to its maximum amount and ACM does not, ACON will be entitled to take up some or all of ACM's shortfall; and Fairfax will contribute a minimum of US$ 182,900,000 and a maximum of the remaining funds required for the purposes of the Offer after ACM and ACON have made their commitments (including any funding shortfall of the other Joint Bidders) and the Recapitalisation Funding up to an amount whereby the aggregate commitments of the Joint Bidders equal US$ 434,200,000, by way of subscription for ordinary shares in the capital of Bidco at a price of £1.75 per share, up to a minimum of 45 per cent. of Bidco's issued ordinary share capital and the remainder, at Fairfax’s so e option, by way of subscription for ordinary shares in the capital of Bidco at a price of £1.75 per share or by way of a subscription for preference shares (or other instruments with similar economic effect) in the capital of Bidco. Should any additional amount be required for the purpose of the Offer and the Recapitalisation Funding as a result of any change in the US$ to £ exchange rate: the Joint Bidders will be entitled to subscribe for ordinary shares in the capital of Bidco at a price of £1.75 per share, (if ACM and ACON have contributed their maximum amount as set out above) pro-rata to their commitments as set out above; or if either ACM or ACON have not contributed their maximum amount as set out above Fairfax will commit an amount equal to the balance in ordinary or preference shares in the capital of Bidco, at its election provided that following such commitment Fairfax shall hold at least 45 per cent. of the ordinary shares in the capital of Bidco. Either: Fairfax, in the event it subscribes for preference shares (or other instruments with si...
