Common use of Financing Matters Clause in Contracts

Financing Matters. Between the date of the MOU and the Merger Effective Date, each of FMCTI and Technip shall, and shall cause its Subsidiaries to, use commercially reasonable efforts, in connection with any Contract or series of related Contracts relating to indebtedness that becomes or may become due and payable as a result of the transactions 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 Technip and FMCTI; provided, that the transactions contemplated by this Agreement 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, or (c) to ensure that sufficient cash is available for the prompt payment of any indebtedness under any such agreements. In addition, between the date of the MOU and the Merger Effective Date, each of FMCTI and Technip shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate to develop a mutually agreed global financing structure for Topco and its Subsidiaries from and after the Merger Effective Date, and to reasonably cooperate in connection with the arrangement of such financing.

Financing Matters. Between the date of the MOU hereof and the Merger Effective Closing Date, each of FMCTI GSM and Technip FA shall, and shall cause its Subsidiaries to, use commercially reasonable effortsefforts (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 connection with any Contract or series the case of related Contracts relating to indebtedness that becomes or may become due GSM, and payable as a result listed under Section 4.17(a)(iv) of the transactions contemplated herebyFA 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, (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 Technip FA and FMCTI; providedGSM, provided that the transactions contemplated by this Agreement shall 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, replaced or (c) to ensure that sufficient cash is available for the prompt payment of any indebtedness under any such agreementsagreement. In addition, between the date of the MOU hereof and the Merger Effective Closing Date, each of FMCTI GSM and Technip FA shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate to develop a mutually agreed an optimal global financing structure for Topco Holdco and its Subsidiaries from and after the Merger Effective DateClosing, and to reasonably cooperate in connection with the arrangement of such financing.

Financing Matters. Between From the date of this Agreement until the MOU earlier of the Closing and the Merger Effective Datetermination of this Agreement in accordance with Section 7.1, each of FMCTI the Company and Technip Parent shall, and shall cause its their respective Subsidiaries and their respective Representatives to, use commercially reasonable effortsbest efforts (a) to obtain all necessary waivers, in connection consents, amendments or approvals with any Contract or series of related respect to their respective material Contracts relating to indebtedness that becomes or may become due and payable as a result of the transactions contemplated herebyIndebtedness, 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) Contracts relating to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of such agreementsIndebtedness, (b) if requested by Parent, to refinance, renew or replace the indebtedness Indebtedness under such agreements Contracts on terms mutually agreeable to Technip Parent and FMCTI; providedthe Company, provided that the transactions contemplated by this Agreement shall 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, 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 agreementsContract and termination of any such Contract, or with respect to Contracts relating to Indebtedness of the 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 additionconnection with any refinancing, between the date replacement or repayment in full of any Indebtedness of the MOU 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 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 UCC financing statements evidencing the sale of receivables), and the Merger release of any guarantees in connection therewith, in each case, on the Closing Date as of the Effective DateTime (such termination, each repayment and releases, the “Credit Facility Terminations”). In furtherance and not in limitation of FMCTI and Technip the foregoing, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to cooperate deliver to develop 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 mutually agreed global financing structure “Payoff Letter”) in form and substance customary for Topco 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 Merger Effective Date, 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.

Financing Matters. Between the date of the MOU hereof and the Merger Effective Closing Date, each of FMCTI Sirona and Technip DENTSPLY shall, and shall cause its Subsidiaries to, use commercially reasonable effortsbest efforts (a) to obtain all necessary waivers, in connection consents, amendments or approvals with any Contract or series of related respect to their respective Contracts relating to indebtedness that becomes or may become due and payable as a result of the transactions contemplated herebyfor borrowed 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 provisions, (a) Contracts relating to obtain all necessary waivers or consents indebtedness for the purpose of waiving any terms or provisions of such agreementsborrowed money, (b) to refinance, renew or replace the indebtedness under such agreements Contracts on terms mutually agreeable to Technip Sirona and FMCTI; providedDENTSPLY, provided that the transactions contemplated by this Agreement shall 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, 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 agreementsContract and termination of any such Contract, in each case at or prior to the Closing Date. In addition, between the date of the MOU hereof and the Merger Effective Closing Date, each of FMCTI Sirona and Technip DENTSPLY shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to cooperate to develop a mutually agreed an optimal global financing structure for Topco DENTSPLY and its Subsidiaries from and after the Merger Effective DateClosing, and to reasonably cooperate in connection with the arrangement of such financing.

Financing Matters. Between the date of the MOU hereof and the Merger Effective DateClosing, each of FMCTI Hammer and Technip ▇▇▇▇▇▇ 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 effortsbest efforts (a) to obtain all necessary waivers, in connection consents, amendments or approvals with any Contract or series of related respect to their respective Contracts relating to indebtedness that becomes or may become due and payable as a result of the transactions contemplated herebyIndebtedness, 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) Contracts relating to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of such agreementsIndebtedness, (b) to refinance, renew or replace the indebtedness Indebtedness under such agreements Contracts on terms mutually agreeable to Technip Hammer and FMCTI; provided▇▇▇▇▇▇, provided that the transactions contemplated by this Agreement shall 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, 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 agreements. In additionContract and termination of any such Contract, between in each case at or prior to the date of the MOU and the Merger Effective Closing Date, each of FMCTI and Technip shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate to develop a mutually agreed global financing structure for Topco and its Subsidiaries from and after the Merger Effective Date, and to reasonably cooperate in connection with the arrangement of such financing.

Financing Matters. (a) Between the date of the MOU hereof and the Merger Scheme Effective Date, each of FMCTI Laguna and Technip Orca shall, and shall cause its Subsidiaries to, use commercially reasonable efforts, in connection with best efforts (a) to obtain all necessary waivers or consents for the purpose of waiving any terms or provisions of any Contract or series of related Contracts relating to indebtedness that becomes or may become due and payable as a result of the transactions 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 Technip Orca and FMCTILaguna; provided, that the transactions contemplated by this Agreement shall 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, replaced or (c) to ensure that sufficient cash is available for the prompt payment of any indebtedness under any such agreementsagreement. In addition, between the date of the MOU hereof and the Merger Scheme Effective Date, each of FMCTI Laguna and Technip Orca shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to cooperate to develop a mutually agreed an optimal global financing structure for Topco and its Subsidiaries from and after the Merger Scheme Effective Date, and to reasonably cooperate in connection with the arrangement of such financing. (b) Prior to the earlier of the Closing or termination of this Agreement in accordance with Article VII, Orca shall use commercially reasonable efforts to cooperate, and to cause its Subsidiaries and its and their respective Representatives to use commercially reasonable efforts to cooperate, at Laguna’s sole expense, with any debt financing undertaken by Laguna in order to consummate the Combinations (any such financing, a “Debt Financing”) as may be customary and reasonably requested by Laguna, including by using commercially reasonable efforts (i) to cause the management of Orca and its Subsidiaries with appropriate seniority and expertise to participate in a reasonable and limited number of conference calls (including lender and ratings agency conference calls) and telephonic or webcast video presentations, as well as a reasonable and limited number of telephonic or web-based video due diligence and drafting sessions; (ii) to assist with the preparation of materials for bank information memoranda (including a “private supplement” thereto), rating agency presentations and similar documents required in connection with the Debt Financing and delivering customary authorization letters with respect to the same (the “Authorization Letters”); provided that Laguna shall provide any such documents or other materials that include any material information regarding Orca to Orca for review and comment no fewer than two (2) Business Days prior to use in connection with the Debt Financing; (iii) to timely furnish Laguna and the Debt Financing Sources with the existing historical financial statements of Orca and its Subsidiaries to the extent reasonably necessary to satisfy any condition precedent required in connection with the Debt Financing; (iv) to provide Laguna all existing documentation and other information with respect to Orca and its Subsidiaries as shall have been reasonably requested in writing by Laguna at least six (6) Business Days prior to the Closing Date that is required in connection with the Debt Financing under applicable “know-your-customer” and anti-money laundering rules and regulations; (v) if applicable, to provide drafts of any customary payoff letters with respect to any Indebtedness of Orca and its Subsidiaries that is being repaid in connection with the Closing and otherwise taking such actions as are reasonably requested by the Laguna and the Debt Financing Sources in connection with the repayment of existing Indebtedness of Orca and its Subsidiaries and the release of related Liens; (vi) if applicable, to execute and deliver definitive documentation for the Debt Financing (including credit agreements, guarantee agreements, and pledge and security documents) no earlier than the Closing Date and otherwise reasonably facilitate the granting of a security interest (and perfection thereof) and assist in the negotiation of any such agreements and other documents, including providing Laguna with any information reasonably necessary to complete customary schedules and closing and perfection certificates as may be required under the Debt Financing (provided that (A) upon the reasonable request of Laguna, any executed signature pages to such agreements and documents shall be delivered in escrow by Orca and its Subsidiaries a reasonable period of time prior to the Closing Date (but shall not be released from escrow except on the Closing Date) and (B) any obligations applicable to Orca and its Subsidiaries contained in all such agreements and documents shall be subject to the occurrence of the Closing and shall be effective no earlier than the Closing (other than with respect to the Authorization Letters)); and (vii) to otherwise reasonably cooperate in Laguna’s efforts to obtain the Debt Financing (including, if applicable, requesting of the appropriate Persons, and using its good faith efforts to obtain, customary officers certificates, solvency certificates and other similar documents as may reasonably be requested by Laguna and facilitating the pledge of, and granting of security interests in, the stock and assets of Orca and its Subsidiaries); provided that Orca shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation under this Section 5.12(b) that: (A) in the good faith determination of Orca, would unreasonably interfere with the conduct of ongoing business of Orca and its Subsidiaries, taken as a whole; (B) causes any representation, warranty covenant or agreement in this Agreement to be breached; (C) causes any closing condition set forth in Article VI to fail to be satisfied; (D) subject to the proviso in clause (vi) above, requires entry into any definitive agreement in respect of the Debt Financing that would be binding on Orca or any of its Subsidiaries prior to the Closing (and the authorization of the execution, delivery and performance of such agreements shall be at the direction of Laguna and/or the board of directors (or similar body) of Orca or such Subsidiary as constituted by Laguna at Closing); (E) causes Orca or any of its Subsidiaries or their respective Representatives (1) to take any action that would reasonably be expected to conflict with or violate its organizational documents or applicable law or (2) to incur any liability (excluding, in the case of Orca and its Subsidiaries, (x) customary expenses to be reimbursed by Laguna and (y) contractual commitments that are not effective prior to the Closing); or (F) could reasonably be expected to adversely affect the Intended Tax Treatment. The pre-Closing board of directors of Orca and the pre-Closing directors, managers and general partners of its Subsidiaries, to the extent such Persons shall not remain in such capacity as of Closing, shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained. To the extent reasonably desirable or necessary in connection with the Debt Financing, Orca hereby consents to the use of the logos of Orca and each of its Subsidiaries in connection with the Debt Financing so long as such logos (i) are used solely in a manner that is not intended to, or reasonably likely to, harm or disparage Orca or any of its Subsidiaries or the reputation or goodwill of Orca or any of its Subsidiaries and (ii) are used solely in connection with a description of Orca or any of its Subsidiaries, its or their respective businesses and products, or the transactions contemplated hereby. (c) Laguna shall (i) promptly upon request by Orca following the earlier of the Closing or the termination of this Agreement in accordance with Article VII, reimburse Orca for all reasonable, documented out-of-pocket costs incurred in good faith by Orca and its Subsidiaries and their affiliates and Representatives in connection with the cooperation contemplated by Section 5.12(b) and (ii) indemnify and hold harmless Orca and its Subsidiaries and their Affiliates and Representatives from and against any and all liabilities, losses, damages, claims, reasonable, documented out-of-pocket costs and expenses (including reasonable, documented out-of-pocket attorney’s fees and expenses), interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing.