Financing Obligation Clause Samples
A Financing Obligation clause defines the responsibilities of one or more parties to provide or secure funding necessary for a project, transaction, or ongoing operations. Typically, it outlines the amount, timing, and conditions under which funds must be made available, and may specify the sources of financing or the consequences of failing to meet these obligations. This clause ensures that adequate financial resources are committed, reducing the risk of project delays or failures due to lack of funding.
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Financing Obligation. (a) Purchaser shall, and shall use reasonable best efforts to cause each of its Affiliates to, use its reasonable best efforts to take all actions and do all things necessary, proper or advisable to obtain the proceeds of the Debt Financing in an amount equal to at least the Required Amount on the terms and subject only to the conditions set forth in the Debt Financing Commitment at or prior to the Closing, including (i) complying with its obligations under the Debt Financing Commitment, (ii) maintaining in effect the Debt Financing Commitment and the definitive financing agreements related to the Debt Financing (the “Definitive Agreements”) in accordance with the terms and conditions thereof, (iii) negotiating, entering into and delivering the Definitive Agreements on a timely basis (taking into account the Marketing Periods, as applicable) on terms and conditions (including the flex provisions) contained in the Debt Financing Commitment and without any Prohibited Modification, (iv) satisfying on a timely basis all conditions applicable to Purchaser and/or its Affiliates contained in the Debt Financing Commitment and the Definitive Agreements within their control, including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing, (v) enforcing all of its rights, and using reasonable best efforts to enforce the obligations of the other parties, under the Debt Financing Commitment and the Definitive Agreements and (vi) consummating, and obtaining the proceeds of, the Debt Financing at or prior to the Closing. Purchaser shall, upon the request of Seller, keep Seller informed on a current and timely basis and in reasonable detail of the status of its efforts to obtain the Debt Financing and of developments concerning the timing of the closing of the Debt Financing. Without limiting the generality of the foregoing, Purchaser shall give Seller prompt written notice (A) of any actual or threatened (in writing) violation, breach or default (or, to Purchaser’s Knowledge, any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any violation, breach or default) by any party to the Debt Financing Commitment or any Definitive Agreement or any termination of the Debt Financing Commitment or any Definitive Agreement, (B) of any actual or threatened (in writing) reduction, withdrawal, repudiation or termination of the Debt Financing by any party to the De...
Financing Obligation. HTI Acquisition will use its best efforts to do or cause to be done all things necessary to consummate the Acquisition Financing. HTI Acquisition shall use commercially reasonable efforts to cause the Equity Investors to comply with the terms of their respective Equity Commitment Letters and to cause HTI Holding to comply with the terms of the Commitment Letter. HTI Acquisition shall not, and shall use commercially reasonable efforts to cause the Equity Investors not to, amend or modify the terms of (i) the Commitment Letters (including all exhibits, annexes, schedules, fee letters and other ancillary documents) in a manner that would increase the conditionality of the Commitment Letters or in a manner that would adversely affect the ability of HTI Acquisition to consummate the transactions provided for herein or the likelihood of the Merger or (ii) the Equity Commitment Letters, in each case without the prior written consent of Alleghany. If funds in the amounts set forth in the Commitment Letters, or any portion thereof, become unavailable to HTI Acquisition on the terms and conditions set forth therein, HTI Acquisition shall use commercially reasonable efforts to obtain substitute financing ("Substitute Financing"). Prior to the Effective Time, HTI Acquisition will not amend or modify, or agree to amend or modify, any agreement or other document or plan, which, pursuant to the terms of the Commitment Letters, requires the lenders' prior consent to amend or is a condition to the lenders' obligations thereunder, without the prior written consent of the lenders party to the Commitment Letters and any other Person whose consent is required pursuant to the Commitment Letters, which consent(s) shall acknowledge that such amendment or modification does not relieve such lender or other Person of its obligations pursuant to the Commitment Letters. For the avoidance of doubt, nothing contained in this Agreement shall obligate any Equity Investor to provide any credit support, guarantee or other payment to the lenders in addition to those currently contained in the Commitment Letters (other than making their equity contributions pursuant to the Equity Commitment Letters) in connection with HTI Acquisition obtaining the Acquisition Financing or any Substitute Financing.
Financing Obligation. Merger Sub will use its reasonable best efforts to cause the financing contemplated by the Financing Letters, subject to the terms and conditions set forth therein, to be available at the Effective Time; provided, however, that if funds in the amounts set forth in the Bank Commitment Letter or any portion thereof becomes unavailable to Merger Sub on the terms and conditions set forth therein, Purchaser and Merger Sub shall use their reasonable best efforts to obtain the Merger Funds to the extent available on substantially similar terms and conditions as set forth in the Financing Letters, which efforts will include, without limitation, if reasonably required, the investment of up to $20.0 million of equity in addition to the Equity Commitment.
Financing Obligation. 67 SECTION 7.14 Cash/Third Party Debt............................68
Financing Obligation. 32 7.13 Stock Options; Warrants; Employee Stock Purchase Plan..........32 ARTICLE VIII CONDITIONS.....................................................32 8.1 Conditions to Each Party's Obligation to Effect the Merger.....32 8.2 Conditions to Obligations of the Company.......................32 8.3 Conditions to Obligations of Purchaser and Merger Sub..........33 ARTICLE IX
Financing Obligation. In 2007, the Company sold the Palisades nuclear power plant to Entergy Corporation and entered into a 15-year power purchase agreement to purchase virtually all of the capacity and energy produced by the plant, up to the annual average capacity of 798 MW. The Company accounted for this transaction as a financing because of its continuing involvement with the plant through security provided to Entergy Corporation for the power purchase agreement obligation and other arrangements. Because of these ongoing arrangements, at the time of the sale, the Company recorded the sales proceeds as a financing obligation, and has subsequently recorded a portion of the payments under the power purchase agreement as interest expense and as a reduction of the financing obligation. Reference is hereby made to the Bond Purchase Agreement dated as of July 24, 2018 (as amended, supplemented or otherwise modified from time to time, the “Bond Purchase Agreement”), between Consumers Energy Company, a Michigan corporation, and the Purchasers that are signatories thereto. Unless otherwise defined herein, capitalized terms defined in the Bond Purchase Agreement and used herein have the meanings given to them in the Bond Purchase Agreement. Pursuant to the provisions of Section 9.2 of the Bond Purchase Agreement, the undersigned hereby certifies that:
Financing Obligation. 160 Section 5.27 Recordation of Transfers of Certain Acquired Assets .............................161 Section 5.28
Financing Obligation. In 2007, the Company sold the Palisades nuclear power plant to Entergy Corporation and entered into a 15-year power purchase agreement to purchase virtually all of the capacity and energy produced by the plant, up to the annual average capacity of 798 MW. The Company accounted for this transaction as a financing because of its continuing involvement with the plant through security provided to Entergy Corporation for the power purchase agreement obligation and other arrangements. Because of these ongoing arrangements, at the time of the sale, the Company recorded the sales proceeds as a financing obligation, and has subsequently recorded a portion of the payments under the power purchase agreement as interest expense and as a reduction of the financing obligation. In December 2016, the Company and Entergy Corporation reached an agreement to terminate the power purchase agreement in May 2018. In exchange for early termination, the Company agreed to pay Entergy Corporation $172 million on the termination date. The agreement is subject to MPSC approval. In February 2017, the Company requested authorization to recover the termination payment through securitization. The MPSC indicated that it will make a final determination on the securitization filing by the end of September 2017. If the MPSC does not approve the Company’s request by September 30, 2017, the agreement will be null and void (unless otherwise extended) and the power purchase agreement will continue until April 2022 under its original terms. $ $ $ $ $ $
Financing Obligation. ECCI agrees to provide AQI Three Hundred Thousand ($300,000) Dollars for working capital. To date, ECCI has paid AQI $191,000 Dollars, of which One Hundred Sixty Thousand ($160,000) is working capital and Thirty-one Thousand ($31,000) is loan repayable to ECCI. The $140,000 working capital balance of these funds will be paid at closing of this agreement.
Financing Obligation. The Purchaser shall cause the Company to draw a minimum of EUR 5,000,000 (five million euros) from the Financing within a one-year period from Completion Date or to replace it by an equity (or quasi equity) financing of the same amount, which evidence will be provided to the Seller at its request.