Financing Facility Clause Samples
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Financing Facility. (a) Subject to Section 5.14(c) and Section 5.14(d), upon the request of Alpha, Foundation will use its commercially reasonable efforts (which shall not include efforts regarding any offering of securities) to cooperate with Alpha to (i) arrange and obtain a new revolving credit facility for the Surviving Corporation (the "Financing Facility") on terms and conditions reasonably satisfactory to Alpha; (ii) enter into and to cause each of the Subsidiaries of Foundation to enter into definitive agreements with respect to the Financing Facility on terms and conditions reasonably satisfactory to Alpha (provided that the effectiveness of such definitive agreements be conditioned on the closing of the Financing Facility); (iii) satisfy as promptly as reasonably practicable all conditions applicable to it in such definitive agreements as of the Effective Time; and (iv) obtain a disbursement under the Financing Facility of an amount reasonably determined by Alpha (which disbursement shall not be made prior to the Effective Time). If either party to this Agreement becomes aware that the Financing Facility will not be available at or prior to the Effective Time, then such party shall promptly notify the other party to this Agreement. The closing of the Financing Facility shall be expressly conditioned on the completion of the Merger.
(b) Subject to Section 5.14(c) and Section 5.14(d), upon the request of Alpha, Foundation shall use its commercially reasonable efforts (which shall not include efforts regarding any offering of securities) to provide, and to cause its Subsidiaries and the directors, officers, employees, consultants, advisors, legal counsel, accountants and other agents of Foundation and each of its Subsidiaries to provide, all cooperation reasonably necessary to obtain the Financing Facility as may reasonably be requested by Alpha, including, without limitation, (i) making its personnel reasonably available to participate in meetings, drafting sessions, due diligence sessions and other presentations, including presentations with prospective lenders and with rating agencies; (ii) furnishing to prospective lenders and their representatives and Alpha as promptly as reasonably practicable all historical, projected and pro forma financial statements and other historical, projected and pro forma financial information, business plans, budgets and other reasonably pertinent data and information that is in Foundation's possession (or obtainable without unreasonab...
Financing Facility. (i) the commercial paper facility, including the Issuing and Paying Agency and Assignment and Assumption Agreement, to be entered into prior to the Distribution Date by Monsanto, Chemicals, and an agent or co-agents selected by Monsanto, pursuant to which, prior to the Distribution Date, Monsanto will issue assumable commercial paper such that the sum of (x) the accreted principal amount on the Distribution Date of commercial paper that Chemicals will assume on the Distribution Date and (y) the principal amount, plus accrued interest, on the Distribution Date of other Third Party indebtedness listed on Schedule 1.01(19)(b) that Chemicals will assume on the Distribution Date (excluding indebtedness relating to the Chemicals SIP Trust (as defined in the -13- 14 Employee Benefits Allocation Agreement)) equals $1,000,000,000; and (ii) the credit agreement or agreements to be entered into by Chemicals.
Financing Facility. As soon as practicable following the Company’s proposed offering and uplisting of its securities to the NYSE, NYSE American, or other national securities exchange, the Company shall use commercially reasonable efforts to obtain and consummate equity or debt financing in an amount not less than Four Million Dollars ($4,000,000) for GoLogiq’s working capital (the “Financing”) which shall include Gamma as its wholly owned subsidiary, to be allocated as determined by GoLogiq’s Board of Directors. Gamma acknowledges and agrees that the obtaining of the financing contemplated by this Section 6.8 is not a condition to the Closing. FIRST AMENDMENT TO GOLQ – GAMMAREY SHARE EXCHANGE AGREEMENT
Financing Facility. 6. Seller's Certificate ss.ss.
7.1 and 7.2 -------------------------------------------------------------------------------------------------------------------------- 7. NRTC Approval ss.ss.7.3 and 8.3 -------------------------------------------------------------------------------------------------------------------------- 8. ▇▇▇▇▇▇ Galaxy Approval ss.ss.7.3 and 8.3 -------------------------------------------------------------------------------------------------------------------------- 9. Escrow Agreement ss.ss.
Financing Facility. The Company shall have entered into the Project Financing Facility and borrowings specifically designated by the Purchaser for the payment of any outstanding Indebtedness associated with any of the Listed Licenses have been made available to the Company.
Financing Facility. At UDW's request, HYUNDAI may furnish UDW with a letter of credit facility (the "LC Facility") to enable UDW to extend financing for its purchase and resale of Machines and Enhanced Machines within the UDW Territory. UDW hereby agrees to reimburse HYUNDAI for the cost of having the LC Facility made available to it upon HYUNDAI's request for such reimbursement.