Financing undertakings Clause Samples

Financing undertakings. (a) The Bidder shall use reasonable endeavours to arrange and consummate the Financing on the terms and subject to the conditions described in the Commitment Letters prior to the Implementation Date, including to: (i) maintain in effect the Commitment Letters; (ii) negotiate and enter into definitive agreements with respect to the Financing (the “Definitive Agreements”) consistent with the terms and conditions set out in the Commitment Letters (other than modifications to such terms and conditions as are acceptable to the Bidder provided that such modifications would be permitted under the restrictions on amendments and modifications applicable to the Commitment Letters pursuant to clause 10.5(c)); and (iii) satisfy (or obtain the waiver of) on a timely basis all conditions in the Commitment Letters and the Definitive Agreements which are within the Bidder’s control and are required to be satisfied by the Bidder to consummate the Financing by the Implementation Date. (b) Without limiting the generality of clause 10.5(a), in the event that all conditions contained in the Commitment Letters (other than the implementation of the Scheme and those conditions that are to be satisfied or waived on the Implementation Date) have been satisfied or waived, the Bidder shall use its reasonable endeavours to: (i) consummate and obtain the proceeds of the Debt Financing; and (ii) obtain the proceeds of the Equity Financing in accordance with the terms of the Equity Commitment Letters, in each case, on or prior to the Implementation Date, to the extent the proceeds thereof are required to implement the Scheme and the other transactions contemplated by this Agreement and the Scheme. (c) The Bidder shall not, without the prior written consent of Pushpay, permit any amendment, termination or modification to, or any waiver of any provision or remedy under, the Commitment Letters or any Debt Fee Letter if such amendment, modification, waiver or remedy: (i) adds new (or, adversely to the interests of the Bidder or the ability of the Bidder to consummate and obtain the proceeds of the Financing, modifies any existing) conditions to the consummation of the Financing; (ii) reduces the aggregate amount of the Debt Financing when taken together with the Equity Financing, such that the aggregate amount of the Financing would be less than the amount required to pay the Financing Amounts; or (iii) otherwise would reasonably be expected to hinder in any material respect, delay or preven...