Financing Efforts. (a) During the Interim Period, Oryx shall use its commercially 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 maintain in effect, arrange and consummate the Debt Financing on or before the Closing Date on the terms described in the Debt Commitment Letter, including using commercially reasonable efforts to: (i) satisfy, or cause the satisfaction of, or obtain a waiver of, on a timely basis all conditions applicable to Oryx under the Debt Commitment Letter on or prior to the Closing Date; (ii) negotiate and enter into definitive agreements (to the extent not already entered into) with respect to the Debt Financing on the terms and subject to the conditions contemplated by the Debt Commitment Letter (including any “market flex” provisions of the Fee Letter) on or prior to the Closing Date; and (iii) consummate the Debt Financing at or prior to or substantially concurrently with Closing. Oryx shall not terminate any Debt Commitment Letter without the prior written consent of the Plains Parties if the available cash on hand of Oryx, together with any Substitute Financing Commitments or equity commitments, would not be sufficient to satisfy Oryx’s obligations under this Agreement and to consummate the transactions contemplated hereby (including the Oryx Refinancing and pay all other amounts pursuant to this Agreement and the other Transaction Documents or otherwise necessary to consummate the transactions contemplated thereby and hereby). Oryx shall not, without the prior written consent of Plains Parent, permit any amendment or modification to be made to, consent to any waiver of any provision or remedy of, or replace the Debt Commitment Letter or Fee Letter if such amendment, modification, waiver or replacement (x) reduces the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount thereof) below the amount necessary to effectuate the Oryx Refinancing and pay all other amounts pursuant to this Agreement and the other Transaction Documents or otherwise necessary to consummate the transactions contemplated hereby and thereby, unless Oryx will otherwise have available cash sufficient to consummate the Oryx Refinancing and pay all other amounts pursuant to this Agreement and the other Transaction Documents, (y) imposes any new or additional condition to the Debt Financing, or otherwise amends, modifies or expands...
Financing Efforts. If an event of the type listed in clause (f) of Annex A hereto shall have occurred and, as a consequence thereof, the Parent's and the Acquisition Sub's financing for the Offer is withdrawn or otherwise unavailable, and if the other conditions to the Offer have otherwise been satisfied, the Parent will use reasonable best efforts to arrange alternative financing for the Offer (provided that the terms thereof are not materially worse than those available to it previously).
Financing Efforts. 44 ARTICLE VII CONDITIONS TO THE MERGER.............................................44 Section 7.1 Conditions to Obligation of Each Party to Effect the Merger.................................................44 Section 7.2 Conditions to Obligation of Parent, Fimalac-U.S. and Acquisition Sub........................................45 ARTICLE VIII
Financing Efforts. (a) Buyer acknowledges and agrees that Seller and its Affiliates and its and their respective Representatives shall not have any responsibility for, or incur any liability to any Lender under, the Debt Financing or any cooperation provided pursuant to this Agreement and that Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all Losses suffered or incurred by any of them resulting from or arising out of any Action by or on behalf of any Lender in connection with the Financing and any information utilized in connection therewith (except, as set forth in the last sentence of Section 6.4(e) below, to the extent such Losses were caused by the gross negligence, fraud or intentional misconduct of Seller or its Affiliates or by breach of this Agreement by Seller).
Financing Efforts. Prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, Purchaser shall use its reasonable best efforts (i) to consummate the financing transactions contemplated by the Commitment Letter or (ii) to obtain Acceptable Alternative Financing. If Purchaser pursues financing other than as contemplated by the Commitment Letter, Purchaser shall first use its reasonable best efforts to obtain Acceptable Alternative Financing that does not involve the issuance, sale or delivery of equity or equity-related securities (including debt securities convertible into, or exercisable or exchangable for, Common Stock), and then if such financing is not available on terms acceptable to Purchaser Board, and if Purchaser Board determines in good faith that it is in the best interests of Purchaser and its stockholders to do so, such Acceptable Alternative Financing that involves the issuance, sale or delivery of equity or equity-related securities (including debt securities convertible into, or exercisable or exchangable for, Common Stock). During the periods that Purchaser is complying with its obligations under this Section 5.31, Sellers and the Sellers Representatives shall continue to perform their obligations under Section 5.23.
Financing Efforts. The Fund hereby agrees to use commercially reasonable efforts to enter into the credit facility necessary to satisfy the Financing Condition (as defined in the Offer to Purchase accompanying the Tender Offer), which is a material condition to the Tender Offer (the “Credit Facility”) as soon as practicable following the date hereof. The Credit Facility shall provide the Fund with financing sufficient for the payment in full of all consideration payable in the event that all of the holders of the ARPS tender their ARPS and the payment of all costs and fees to be borne by the Fund in connection with the Tender Offer.
Financing Efforts. From the date of this Agreement through the Closing Date or the termination of this Agreement, the Company and the Parent shall, and shall cause their respective Representatives to, use commercially reasonable efforts to cooperate in securing a debt or equity financing to support the working capital requirements of the combined enterprise. Such cooperation shall include providing reasonable assistance in the preparation of customary disclosure documents, business plans, financial models, and due diligence responses reasonably required in connection with a financing. The Company hereby consents to the use of its names, logos and trademarks solely in connection with the financing. The Company shall not be required, under the provisions of this Section 5.7 or otherwise in connection with the financing to: (x) pay any commitment or other similar fee prior to the Closing Date that is not advanced or substantially simultaneously reimbursed by the Parent, or (y) incur any out of pocket cost or expense unless such expense is reimbursed by the Parent on the earlier of the Closing Date or termination of this Agreement in accordance with Article VII. Nothing contained in this Section 5.7 shall require the Company to be an issuer or other obligor with respect to the financing or to authorize or approve any financing prior to the Closing. All material, non-public information regarding the Company provided to the Parent or its Representatives pursuant to this Section 5.7 shall be kept confidential in accordance except for disclosure to potential lenders and investors as required in connection with the financing subject to customary confidentiality protections.
Financing Efforts. 54 8.2 Timetable.................................................. 54 8.3
Financing Efforts. SAC shall exercise its best efforts to obtain such amounts, in the form of debt or equity, as may be necessary for SAC to consummate the transaction contemplated hereby.
Financing Efforts. (a) Buyer shall use its reasonable best efforts to cause the Financing to be available at the Closing, including using reasonable best efforts to (i) maintain in effect the Equity Commitment Letters, (ii) maintain in effect the Debt Commitment Letters, and (iii) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Debt Financing Agreements”) and, if applicable, definitive agreements with respect to the Equity Financing (together with the Definitive Debt Financing Agreements, the “Definitive Agreements”) consistent with the terms contained in the applicable Commitment Letters (iv) satisfy on a timely basis (or if deemed advisable by Buyer, obtain a waiver of) all conditions in the Commitment Letters and the Definitive Debt Financing Agreements, in each case that are within its control, and comply with its obligations thereunder, and (v) at the Closing, subject to the terms and conditions of this Agreement, consummate the Financing as is contemplated by the Commitment Letters. Without limiting the foregoing, in the event that all conditions in the Commitment Letters have been satisfied, or upon funding will be satisfied, and all of the conditions to the Closing in Sections 7.1, 7.2 and 7.3 have been satisfied or waived by the applicable party hereto, Buyer shall use reasonable best efforts to cause the Financing Entities to provide the Financing on the Closing Date.
