Required Financing. Each of Parent and MergerCo hereby agrees to use its reasonable best efforts to arrange the financing in respect of the Transactions and to satisfy the conditions set forth in the Financing Letters. Parent and MergerCo shall keep the Company informed of the status of their financing arrangements for the Transactions, including providing written notification to the Company as promptly as possible (but in any event within forty-eight (48) hours) with respect to (i) any indication that either of the Lenders may be unable to provide the financing as contemplated by the Financing Letters, including without limitation, any indication from either of the Lenders that there has occurred a material disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of high yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Letters, (ii) the ability of Parent or MergerCo to satisfy any of the conditions set forth in the Financing Letters, and (iii) any adverse developments relating to the financing contemplated by the Financing Letters. Parent shall provide written notice to the Company within twenty-four (24) hours if either of the Lenders has indicated to Parent or MergerCo that such Lender A-24 115 will be unable to provide the financing contemplated by the applicable Financing Letter (a "Parent Financing Notice"). In the event Parent and MergerCo are unable to arrange any portion of such financing in the manner or from the sources contemplated by the Financing Letters, Parent and MergerCo shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its reasonable best efforts to arrange) any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and MergerCo were unable to arrange. The Company shall use its reasonable best efforts to assist Parent and MergerCo in obtaining their financing; provided, however, that the obligation of the Company to use its reasonable best efforts in connection with the foregoing shall only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases...
Required Financing. (a) Promptly following the date of execution of this Agreement, the Parent shall undertake and shall use its Reasonable Best Efforts to obtain from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, the “Investors”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Buyer to pay the Base Purchase Price, other financial obligations owed pursuant to the DiscCo Merger Agreement, and all transaction expenses contemplated by this Agreement and the other Transaction Documents (the “Required Financing”).
Required Financing. Parent and MergerCo have revolving credit facility and high yield bridge financing commitments in place which, if funded in accordance with their terms, together with equity capital commitments from the limited partners of Parent and certain additional equity capital commitments from certain of the limited partners of Parent (the "Side-by-Side Equity Commitments"), will provide sufficient funds to consummate the Transactions (collectively, the "Transaction Costs"), including, without limitation, to (i) pay the Merger Consideration pursuant to Section 2.1(c), (ii) refinance the outstanding indebtedness of the Company, (iii) pay any fees and expenses in connection with the Transactions or the financing thereof and (iv) provide for the working capital needs of the Company following the Merger, including, without limitation, if applicable, letters of credit. Neither Parent nor MergerCo has any reason to believe that any condition to such financing commitments cannot or will not be waived or satisfied prior to the Effective Time. Parent has provided to the Company true, complete and correct copies of all financing commitment letters executed by the revolving credit facility lender and the high yield bridge lender (collectively, the "Lenders"), including any exhibits, schedules or amendments thereto (the "Financing Letters"). Parent has provided to the Company true, complete and correct copies of each Side-by-Side Equity Commitment letter executed by the limited partner of Parent signatory thereto, including any exhibits, schedules or amendments thereto. The advisory board of Parent has approved an investment by Parent of $40,000,000 of Fund Capital (as hereinafter defined) in the Company and, from and after the date of this Agreement, the advisory board of Parent shall not withdraw or change such approval unless this Agreement shall have been terminated in accordance with its terms.
Required Financing. The USRP Entities have sufficient funds to consummate the Transactions, including, without limitation, to (i) pay the Stock Exchange Fund and the Unit Exchange Fund (each as defined in the Merger Agreement), (ii) pay any fees and expenses incurred by the USRP Entities in connection with the Transactions, and (iii) provide for the working capital needs of the USRP Entities following the consummation of the Transactions.
Required Financing. 30 5.5 Formation of the USRP Entities; No Prior Activities...................................................31 5.6 Capitalization........................................................................................31 5.7 [Intentionally Omitted]...............................................................................32 5.8 Brokers...............................................................................................32
Required Financing. (a) At Closing, the Purchaser will have irrevocable and unconditional commitments in place for equity contributions and/or debt financing in sufficient aggregate amount to provide sufficient immediately available funds to consummate the transactions contemplated hereby, including (1) to pay the Purchase Price, including, without limitation prepaying the Existing Credit Facility and paying the Management Shares Consideration, and (2) to pay any fees and expenses in connection with the transactions contemplated hereby or the financing thereof.
Required Financing. Red will have sufficient funds available to acquire all of the then-outstanding shares of BLP Common Stock at the Appointment Time and at the Effective Time.
Required Financing. Notwithstanding that the availability of financing is not a condition to the obligations of Parent or Purchaser hereunder, Purchaser and Parent agree to arrange the Financing (as defined herein) and to satisfy the conditions set forth in the agreements relating to the Financing. Purchaser shall keep Seller informed of the status of its arrangements with respect to the Financing. Purchaser shall provide notice to Seller within 24 hours of any material developments affecting the status of the Financing.
Required Financing. Purchaser and Parent agree to arrange the Financing (as defined herein) and to satisfy the conditions set forth in the Financing Agreements. Purchaser shall keep Chateau informed of the status of its arrangements with respect to the Financing. Purchaser shall provide written notice to Chateau within 24 hours of any material developments affecting the status of the Financing.
Required Financing. 9 ARTICLE V--Representations and Warranties of the Company.................. 9 5.1
