Common use of Financing Matters Clause in Contracts

Financing Matters. Between the date hereof and the Closing Date, each of GSM and FA shall, and shall cause its Subsidiaries to, use commercially reasonable efforts (a) to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of the agreements listed under Section 3.17(a)(iv) of the GSM Disclosure Schedule, in the case of GSM, and listed under Section 4.17(a)(iv) of the FA Disclosure Schedule, in the case of FA, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisions, (b) to refinance, renew or replace the indebtedness under such agreements on terms mutually agreeable to FA and GSM, provided that the transactions contemplated by this Agreement would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement under which such indebtedness is refinanced, renewed or replaced or (c) to ensure that sufficient cash is available for the prompt payment of any indebtedness under any such agreement. In addition, between the date hereof and the Closing Date, each of GSM and FA shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate to develop an optimal global financing structure for Holdco and its Subsidiaries from and after the Closing, and to reasonably cooperate in connection with the arrangement of such financing.

Appears in 2 contracts

Samples: Business Combination Agreement (Globe Specialty Metals Inc), Business Combination Agreement (Globe Specialty Metals Inc)

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Financing Matters. Between the date hereof of the MOU and the Closing Merger Effective Date, each of GSM FMCTI and FA Technip shall, and shall cause its Subsidiaries to, use commercially reasonable efforts (a) efforts, in connection with any Contract or series of related Contracts relating to obtain all necessary waivers indebtedness that becomes or consents for the purpose of waiving any terms or provisions may become due and payable as a result of the agreements listed under Section 3.17(a)(iv) of the GSM Disclosure Schedule, in the case of GSM, and listed under Section 4.17(a)(iv) of the FA Disclosure Schedule, in the case of FAtransactions contemplated hereby, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisions, (a) to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of such agreements, (b) to refinance, renew or replace the indebtedness under such agreements on terms mutually agreeable to FA Technip and GSMFMCTI; provided, provided that the transactions contemplated by this Agreement would shall not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement under which such indebtedness is refinanced, renewed or replaced replaced, or (c) to ensure that sufficient cash is available for the prompt payment of any indebtedness under any such agreementagreements. In addition, between the date hereof of the MOU and the Closing Merger Effective Date, each of GSM FMCTI and FA Technip shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate to develop an optimal a mutually agreed global financing structure for Holdco Topco and its Subsidiaries from and after the ClosingMerger Effective Date, and to reasonably cooperate in connection with the arrangement of such financing.

Appears in 2 contracts

Samples: Business Combination Agreement (FMC Technologies Inc), Business Combination Agreement (FMC Technologies Inc)

Financing Matters. Between From the date hereof of this Agreement until the earlier of the Closing and the Closing Datetermination of this Agreement in accordance with Section 7.1, each of GSM the Company and FA Parent shall, and shall cause its their respective Subsidiaries and their respective Representatives to, use commercially reasonable best efforts (a) to obtain all necessary waivers waivers, consents, amendments or consents for the purpose of waiving any terms or provisions of the agreements listed under Section 3.17(a)(iv) of the GSM Disclosure Schedule, in the case of GSM, and listed under Section 4.17(a)(iv) of the FA Disclosure Schedule, in the case of FAapprovals with respect to their respective material Contracts relating to Indebtedness, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisionsContracts relating to Indebtedness, (b) if requested by Parent, to refinance, renew or replace the indebtedness Indebtedness under such agreements Contracts on terms mutually agreeable to FA Parent and GSMthe Company, provided that the transactions contemplated by this Agreement would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement Contract under which such indebtedness Indebtedness is refinanced, renewed or replaced replaced, or (c) to the extent that the waivers, consents, amendments or approvals contemplated by clause (a) are not obtained and such Indebtedness is not refinanced, renewed or replaced as contemplated by clause (b), in the case of Contracts relating to Indebtedness of Parent, to ensure that sufficient cash is available for the prompt payment in full of any indebtedness Indebtedness under any such agreement. In additionContract and termination of any such Contract, between or with respect to Contracts relating to Indebtedness of the date hereof Company, Parent will ensure that satisfactory arrangements have been made to repay in full, or cause the repayment in full of, any Indebtedness under any such Contract and terminate any such Contract upon the consummation of the Merger, in each case at or prior to the Closing Date. In connection with any refinancing, replacement or repayment in full of any Indebtedness of the Company, the Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by Parent that are required to facilitate in accordance with the terms thereof the termination of all commitments outstanding under each Contract relating to Indebtedness of GSM the Company, the repayment in full of all obligations, if any, outstanding thereunder, the release of any Liens securing such obligations (including the termination of any precautionary UCC financing statements and FA UCC financing statements evidencing the sale of receivables), and the release of any guarantees in connection therewith, in each case, on the Closing Date as of the Effective Time (such termination, repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of the foregoing, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to cooperate deliver to develop an optimal global financing structure Parent at or prior to the Closing Date, executed payoff letters with respect to each of the Contracts relating to Indebtedness of the Company that, subject to the following sentence, Parent has requested be paid off (each, a “Payoff Letter”) in form and substance customary for Holdco transactions of this type (and drafts reasonably in advance thereof), from the applicable agent on behalf of the Persons to whom such Indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide that all Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and the Company Subsidiaries securing such Indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable Payoff Letter on the Closing Date, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 5.13 require the Company or any of its Subsidiaries from to cause the Credit Facility Terminations to be effective unless and after until the Closing, Effective Time has occurred and Parent has provided or caused to reasonably cooperate be provided to the Company or its Subsidiaries funds (or Parent has directed the Company or any of its Subsidiaries to use funds on their balance sheet) to pay in connection with full the arrangement then-outstanding principal amount of such financingand accrued and unpaid interest and fees under each Contract relating to Indebtedness of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xylem Inc.), Agreement and Plan of Merger (Evoqua Water Technologies Corp.)

Financing Matters. Between the date hereof and the Closing Date, each of GSM Sirona and FA DENTSPLY shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts (a) to obtain all necessary waivers waivers, consents, amendments or consents approvals with respect to their respective Contracts relating to indebtedness for the purpose of waiving any terms or provisions of the agreements listed under Section 3.17(a)(iv) of the GSM Disclosure Schedule, in the case of GSM, and listed under Section 4.17(a)(iv) of the FA Disclosure Schedule, in the case of FAborrowed money, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisionsContracts relating to indebtedness for borrowed money, (b) to refinance, renew or replace the indebtedness under such agreements Contracts on terms mutually agreeable to FA Sirona and GSMDENTSPLY, provided that the transactions contemplated by this Agreement would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement Contract under which such indebtedness is refinanced, renewed or replaced or (c) to the extent that the waivers, consents, amendments or approvals contemplated by clause (a) are not obtained and such indebtedness is not refinanced, renewed or replaced as contemplated by clause (b), to ensure that sufficient cash is available for the prompt payment in full of any indebtedness under any such agreementContract and termination of any such Contract, in each case at or prior to the Closing Date. In addition, between the date hereof and the Closing Date, each of GSM Sirona and FA DENTSPLY shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to cooperate to develop an optimal global financing structure for Holdco DENTSPLY and its Subsidiaries from and after the Closing, and to reasonably cooperate in connection with the arrangement of such financing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Agreement and Plan of Merger (Sirona Dental Systems, Inc.)

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Financing Matters. Between the date hereof and the Closing DateClosing, each of GSM Hammer and FA Xxxxxx shall, and shall cause its their respective Subsidiaries and their respective officers, employees and advisors (including legal, financial and accounting advisors) to, use commercially reasonable best efforts (a) to obtain all necessary waivers waivers, consents, amendments or consents for the purpose of waiving any terms or provisions of the agreements listed under Section 3.17(a)(iv) of the GSM Disclosure Schedule, in the case of GSM, and listed under Section 4.17(a)(iv) of the FA Disclosure Schedule, in the case of FAapprovals with respect to their respective Contracts relating to Indebtedness, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisionsContracts relating to Indebtedness, (b) to refinance, renew or replace the indebtedness Indebtedness under such agreements Contracts on terms mutually agreeable to FA Hammer and GSMXxxxxx, provided that the transactions contemplated by this Agreement would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement Contract under which such indebtedness Indebtedness is refinanced, renewed or replaced replaced, or (c) to the extent that the waivers, consents, amendments or approvals contemplated by clause (a) are not obtained and such Indebtedness is not refinanced, renewed or replaced as contemplated by clause (b), to ensure that sufficient cash is available for the prompt payment in full of any indebtedness Indebtedness under any such agreement. In additionContract and termination of any such Contract, between the date hereof and in each case at or prior to the Closing Date, each of GSM and FA shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate to develop an optimal global financing structure for Holdco and its Subsidiaries from and after the Closing, and to reasonably cooperate in connection with the arrangement of such financing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Almost Family Inc)

Financing Matters. (a) Between the date hereof and the Closing Scheme Effective Date, each of GSM Laguna and FA Orca shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts (a) to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of the agreements listed under Section 3.17(a)(iv) any Contract or series of related Contracts relating to indebtedness that becomes or may become due and payable as a result of the GSM Disclosure Schedule, in the case of GSM, and listed under Section 4.17(a)(iv) of the FA Disclosure Schedule, in the case of FAtransactions contemplated hereby, to the extent that the consummation of the transactions contemplated by this Agreement would result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, such terms or provisions, (b) to refinance, renew or replace the indebtedness under such agreements on terms mutually agreeable to FA Orca and GSMLaguna; provided, provided that the transactions contemplated by this Agreement would not result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any obligation, or to loss of a material benefit under, any agreement under which such indebtedness is refinanced, renewed or replaced or (c) to ensure that sufficient cash is available for the prompt payment of any indebtedness under any such agreement. In addition, between the date hereof and the Closing Scheme Effective Date, each of GSM Laguna and FA Orca shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to cooperate to develop an optimal global financing structure for Holdco Topco and its Subsidiaries from and after the ClosingScheme Effective Date, and to reasonably cooperate in connection with the arrangement of such financing.

Appears in 1 contract

Samples: Business Combination Agreement (Ortho Clinical Diagnostics Holdings PLC)

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