Parent Financing Covenant Sample Clauses
POPULAR SAMPLE Copied 1 times
Parent Financing Covenant. (a) Parent shall, and shall cause its Subsidiaries to, use its and their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to timely arrange and obtain, on the terms and conditions set forth in the Financing Commitment Letters, the proceeds of the Debt Financing in an amount sufficient, together with other financial resources available to Parent, to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 5.10(e). In furtherance of the foregoing, to the extent necessary to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 5.10(e), Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to:
(i) maintain in full force and effect the Financing Commitment Letters in accordance with the terms and subject to the conditions set forth therein, except to the extent (A) there is a reduction of commitments in accordance with the terms thereof, (B) any of the commitments under the Financing Commitment Letters are replaced (dollar for dollar) with Definitive Financing Agreements or (C) there is a reduction for any amendment or modification or replacement thereof in accordance with Section 8.04(c) or Section 8.04(d);
(ii) negotiate, execute and deliver (and use reasonable best efforts to cause any other parties to the Financing Commitment Letters to negotiate, execute and deliver) definitive agreements in respect of the facilities contemplated by the Financing Commitment Letters (the “Definitive Financing Agreements”) on the terms and conditions (including, as necessary, “market flex” terms and conditions) contained in the Financing Commitment Letters; and
(iii) satisfy on a timely basis all the conditions applicable to Parent to the funding of the Debt Financing set forth in the Financing Commitment Letter or Definitive Financing Agreements, as applicable, within Parent’s control. In the event that all conditions set forth in Section 9.01 and Section 9.02 have been satisfied or waived or, upon funding shall be satisfied or waived, Parent shall use its reasonable best efforts to cause the Financing Source Parties to fund on the Closing Date the Debt Financing, to the extent the proceeds thereof are required to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 5.10(e).
(b) Upon request, Parent sh...
Parent Financing Covenant. (a) Parent shall (i) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange, obtain and consummate the Parent Debt Financing described in the Parent Debt Commitment Letter on the terms and conditions described in the Parent Debt Commitment Letter (including the exercise of so-called “flex” provisions applicable thereto) as promptly as practicable and (ii) comply with their obligations under the Parent Debt Commitment Letter and the Parent Financing Agreements in all material respects. Parent shall promptly inform the Company in reasonable detail of any material developments concerning the Parent Debt Financing and Parent shall provide the Company, upon reasonable request, with copies of any material, substantially final and definitive Parent Financing Agreements.
(b) Parent shall not, without the prior written consent of the Company, take any actions with respect to the Parent Debt Financing which are inconsistent with this Section 6.16 and which would reasonably be expected to impair, delay or prevent the transactions contemplated by this Agreement.
(c) Prior to the Closing, Parent agrees to use its reasonable best efforts to provide, and shall cause Parent’s Subsidiaries and its and their officers, directors and employees to use reasonable best efforts to provide and shall use their respective reasonable best efforts to direct its and their accountants, legal counsel and other representatives to provide, all cooperation as may be reasonably requested by the Company in connection with the arrangement of the Incremental Debt Financing contemplated by the Incremental Debt Commitment Letter and the Amendments, including:
(i) causing Parent’s senior officers to participate in a reasonable number of meetings, presentations, drafting sessions, road shows, due diligence sessions, meetings with prospective lenders and investors and sessions with rating agencies (and other reasonable assistance in procuring a public corporate credit rating and a public corporate family rating in respect of the relevant borrower under the Incremental Debt Financing and public ratings in respect of the Incremental Debt Financing) in connection with the Incremental Debt Financing;
(ii) providing to Company from time to time financial information and other information regarding Parent and its Subsidiaries reasonably requested by the Company or the Company Debt Financing Sources (including ...