Financing Agreements The School shall comply with Ch. 37D, HRS, relating to financing agreements. “Financing agreement” means any lease purchase agreement, installment sale agreement, loan agreement, line of credit or other agreement of the department or, with the approval of the director, and any agency, to finance the improvement, use or acquisition of real or personal property that is or will be owned or operated by one or more agencies of the State, the department or any agency, or to refinance previously executed financing agreements including certificates of participation relating thereto. The School shall not act as a guarantor of any such financing agreement.
Project Financing B.1. The Foundation hereby agrees to fund, by Conditional Grant, the implementation of the Proposal in the maximum sum of $ or 50% of the actual expenditures on the Project, as contemplated in the Approved Project Budget, whichever is less, and at the times and as may otherwise be set forth in Annex B hereto.
Financing Cooperation (a) Prior to the Closing, each Seller and each Acquired Company shall, and shall use reasonable best efforts to cause the appropriate representatives (including senior management) of each Acquired Company to, use reasonable best efforts to provide such cooperation as is reasonably requested by Purchaser upon reasonable prior notice in connection with the arrangement of debt financing for the Transactions (the “Debt Financing”), in each case at Purchaser’s sole cost and expense, including to the extent reasonably requested by Purchaser: (i) reasonably assisting Purchaser in the preparation of definitive financing documents, and other materials reasonably and customarily requested to be used in connection with obtaining the Debt Financing, including using reasonable best efforts to cooperate in satisfying the conditions precedent set forth in any definitive documentation relating the Debt Financing, provided that such conditions precedent do not impose on any Sellers or Acquired Company Entities any obligations not otherwise provided for in this Agreement, (ii) delivering possessory collateral (such as certificated equity and promissory notes) within its possession to the Debt Financing Sources, subject to the occurrence of the Closing; provided, however, that the delivery of any collateral shall be delivered in escrow pending release at the Closing, (iii) assisting Purchaser and the Debt Financing Sources in the timely preparation of any customary and reasonably ýavailable marketing materials and other information to be used in connection with the ýsyndication of the Debt Financing (including providing customary executed authorization and management representation letters), (iv) requesting customary payoff letters, lien terminations and instruments of discharge of all Indebtedness to be paid off pursuant to Section 7.03(f)(iii), (v) providing all customary documentation and other information about each of the Acquired Company Entities and each of their respective representatives as requested in connection with the Debt Financing and required under applicable “know your customer” and anti-money-laundering rules and regulations at least three (3) Business Days prior to the Closing Date to the extent requested by Purchaser in writing at least ten (10) days prior to the Closing Date, and (vi) taking all actions reasonably necessary or reasonably requested by the lenders or Purchaser, subject to the occurrence of the Closing, necessary to permit the consummation of the Debt Financing and to obtain the proceeds thereof, including taking all required corporate action to authorize the Debt Financing on the Closing Date. Sellers hereby consent to the reasonable use of the Acquired Companies’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Acquired Company Entities or the reputation or goodwill of the Acquired Company Entities or their respective trademarks, products, services, offerings or Intellectual Property rights.