Financing Covenants. (a) If required to comply with its obligations under this Agreement (including its obligations under Section 5.03, and including to consummate the transactions contemplated hereby and satisfy regulatory capital requirements applicable to Purchaser or any of its Affiliates related to or arising out of the consummation of the transactions contemplated hereby or the Purchased Assets), (i) Purchaser shall, and shall cause its Affiliates to, take, or to cause to be taken, all such actions as may be necessary to arrange the Debt Financing on substantially the terms and conditions described in the Debt Commitment Letter, including (A) to negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter) by the Closing Date, and (B) to satisfy or obtain the waiver of, on a timely basis all conditions to obtaining the Debt Financing and to comply with all of Purchaser’s obligations pursuant to the Debt Commitment Letter and the definitive agreements related thereto; (ii) in the event that all conditions to funding the commitments contained in the Debt Commitment Letter have been satisfied, Purchaser shall cause the Financing Source to fund the Debt Financing required to consummate the transactions contemplated by this Agreement, pay related fees and expenses and satisfy all regulatory capital requirements applicable to Purchaser related to or arising out of the consummation of the transactions contemplated hereby or the Purchased Assets, in each case on the Closing Date (including by taking enforcement action to cause the Financing Source to provide the Debt Financing); and (iii) Purchaser shall not release or consent to the termination of the commitments and obligations of the lenders under the Debt Commitment Letter nor shall Purchaser terminate the Debt Commitment Letter. Purchaser shall give Seller prompt notice of any material breach by any party to the Debt Commitment Letter or the definitive agreements related thereto of which Purchaser has become aware or any termination of the Debt Commitment Letter or such definitive agreements. In the event that the Debt Financing is required for Purchaser to comply with its obligations under this Agreement (including its obligations under Section 5.03, and including to consummate the transactions contemplated hereby and satisfy regulatory capital requirements appli...
Financing Covenants. 57 8.08 Public Equity Transaction. . . . . . . . . . . . . . . . .58 8.09 Reconstituted Frontier Board of Directors. . . . . . . . .58 8.10
Financing Covenants. (a) Subject to the other provisions of this Agreement, Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions necessary to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (i) maintain in effect the Commitment Letters until the funding of the Financing at or prior to Closing, (ii) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained in each Debt Commitment Letter (including any related “flex” provisions) or on other terms not less favorable to Parent and Merger Sub (as determined by Parent in good faith) than the terms and conditions (including the “flex” provisions) contemplated by the Debt Financing Commitments and (iii) satisfy (or obtain a waiver of) all conditions applicable to Parent and Merger Sub to obtaining the Financing that are within their control, and Parent and/or Merger Sub shall, if necessary, use reasonable best efforts to fully enforce the obligations of the other parties to the Financing Commitments and Definitive Agreements, if any.
Financing Covenants. From the date hereof until the Plaza Closing Date, SUG, Plaza and LG hereby agree that the covenants contained in Sections 6.9 and 6.10 of the NEG Acquisition Agreement shall have no force or effect unless and until the Plaza Stock Purchase Agreement is terminated pursuant to its terms; provided, however, that, in order to permit LG to comply with its obligations under the NEG Acquisition Agreement if the Plaza Stock Purchase Agreement is terminated, SUG shall continue to comply with Section 6.10(a)(iii) of the NEG Acquisition Agreement in accordance with its terms. Any defined term contained in Sections 6.9 and 6.10 of the NEG Acquisition Agreement shall be deemed removed for purposes of interpreting this Section 1.4.
Financing Covenants. Purchaser and Purchaser's Guarantor will use their commercially reasonable best efforts to secure the financing which is a condition for the Purchaser to perform its obligations hereunder as provided in Section 7.2(e). In this regard, Purchaser and Purchaser's Guarantor will take or cause to be taken all action that is reasonably required in order to comply with or satisfy the Financing Commitments. Additionally, unless Purchaser has the fully-committed financing and cash on hand to complete the purchase contemplated by this Agreement at Closing, between the date of signing of this Agreement and the Closing, Purchaser and Purchaser's Guarantor will not enter into any commitment or transaction which would limit, hinder or impair Purchaser's ability to consummate its purchase obligations hereunder. Purchaser and Purchaser's Guarantor will keep Sellers informed of any revisions, revocations, expirations, withdrawals or other changes in any of the Financing Commitments that Purchaser or Purchaser's Guarantor may receive and in the actions or prospects contemplated thereby. In the event that Purchaser or Purchaser's Guarantor intends to issue a press release relating to the financing described by this Section, Purchaser or Purchaser's Guarantor must first consult with and obtain Sellers' approval of such press release, which approval will not be unreasonably withheld.
Financing Covenants. (a) Prior to the First Effective Time, the Company shall, and shall cause its Subsidiaries to, use its (and their) commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause its Representatives to, provide all cooperation that is reasonably requested by Parent to assist Parent or any of its Affiliates in the arrangement and syndication or placement of any third party debt financing for the purpose of financing the aggregate Cash Consideration, Merger Consideration and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and all related fees and expenses of Parent, Holdings, Purchaser and Merger Sub 2 or a refinancing of existing debt of Parent and/or its Subsidiaries (the “Financing”) (including, for the avoidance of doubt, the Commitment Letter Financing). Such cooperation shall include:
Financing Covenants. (a) The Parent and the Purchaser shall use their commercially reasonable efforts to arrange and obtain the Financing, including using their commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including the flex provisions) or on other terms taken as a whole, not materially less favorable to the Parent and the Purchaser, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicable.
Financing Covenants. Hebei and Hebei Limited Partner covenant and agree with Alderon and the General Partner to use their best efforts to assist in obtaining Project Financing for the Kami Project from financial institutions and others, including Chinese banks and to assist Alderon and the General Partner in satisfying any due diligence requirements of any such financial institutions if requested by the General Partner, and if requested by any such financial institutions, Alderon, Hebei Limited Partner and Hebei shall provide guarantees of any such borrowing up to their respective Proportionate Interests and, in the case of Hebei, indirect Proportionate Interest. Heibei and Hebei Limited Partner agree that Alderon and the Partnership shall be entitled to issue a press release which includes the commitment set out in this Section 3.17.
Financing Covenants. Whether Buyer elects to use the Preferred Lender or Buyer’s Lender, Buyer shall comply with the following requirements:
Financing Covenants. 41 (a) New Debt and Bridge Financing........................... 41 (b)
