Buyer’s Financing. (a) The Buyer shall keep the Seller reasonably apprised of the status and estimated closing date of its financing related to the Aircraft, provided that the Buyer shall not be obligated to disclose any confidential information to the Seller.
Buyer’s Financing. (a) Seller acknowledges that Buyer and Merger Sub may, contemporaneously with or at or after the Closing, engage in capital markets financing transactions as contemplated by the Debt Commitment Letter and that any such process will necessitate the creation and dissemination to potential investors of customary offering materials as well as the filing of one or more registration statements with the Securities and Exchange Commission as part of such process or, following such process, pursuant to customary registration rights arrangements. In addition to Seller’s preparation of the 2004 Financial Statements, if any, Seller will, and will use commercially reasonable efforts to, and will request its accountants to, cooperate with such process prior to the Closing and for a period of not more than 30 days after the Closing (other than in connection with any cooperation contemplated by clause (iv) below, which shall be provided not more than 90 days after the Closing Date). Such cooperation will include (i) access to the workpapers of the Company and other supporting documents used in the preparation of the 2003 Statement of Selected Assets (and the 2004 Financial Statements) or such documents as may be requested by Buyer’s accountants to render an opinion or comfort letter; (ii) to the extent reasonably requested, requiring the senior management of the Company to participate in meetings, due diligence sessions and road shows and helping to prepare offering memoranda with respect to the Business as it shall exist at and prior to the Closing (including helping Buyer to prepare the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and similar documents); (iii) using its commercially reasonable efforts to request its accountants to provide their reasonable cooperation, including (a) consents to the inclusion of their auditors’ reports in relevant offering documents and any related governmental filings, (b) consents to references to them as experts in a customary manner in any such offering materials and related governmental filings and (c) comfort letters covering such matters as are reasonably requested by Buyer, the Company or any initial purchaser or underwriter, as the case may be, and as are customarily addressed in the accountants’ comfort letters delivered in connection with securities offerings by the Seller or its Affiliates, in connection with financial information of the Company, the Subsidiaries and the Contributing ...
Buyer’s Financing. Buyer is a party to those certain letter agreements, (i) dated as of April 19, 2001, between Buyer and Xxxxxx Financial, Inc., and (ii) dated as of April 18, 2001, between Buyer and Bank of America, N.A. and Congress Financial Corporation (the "Financing Proposals"), true and complete copies of which have been delivered by Buyer to Seller. Buyer has paid each of the $100,000 initial deposits to be paid to the prospective lenders pursuant to the Financing Proposals. Buyer shall use its good faith commercially reasonable efforts to (i) ensure that it complies with all covenants and satisfies all conditions applicable to Buyer in at least one of the Financing Proposals, and (ii) obtain, pursuant to at least one of the Financing Proposals or otherwise, the ability to borrow on the Closing Date such amount as is necessary to permit Buyer to pay the Initial Purchase Price at Closing. Buyer shall notify Seller within three (3) Business Days of any adverse development affecting its ability to obtain financing pursuant to the Financing Proposals.
Buyer’s Financing. Until such time as the Closing Deposits have been released from the escrow provided for herein, Buyer shall not voluntarily encumber or permit liens or mortgages against the Project in an aggregate amount exceeding One Hundred Thirty Nine Million Dollars ($139,000,000).
Buyer’s Financing. (a) Sellers and Terex shall cooperate with Buyer in respect of any proposed public offering or private placement of securities and arrangements of other financing by Buyer, a portion of the proceeds of which are to be used to finance the Purchase Price by Buyer, working capital and fees and expenses in connection therewith (the "Financing"); provided, however, that neither Sellers nor Terex shall be obligated to participate in the Financing or incur any liability with respect thereto. Each party providing all or a portion of the Financing shall be entitled to rely in connection therewith on the documents delivered in accordance with Section 7.3(a). Buyer shall use commercially reasonable efforts to complete the Financing prior to or on December 12, 1996.
Buyer’s Financing. On or prior to the date hereof, Buyer obtained from MC Venture Partners a commitment for financing sufficient to pay the Cash Payment in cash on the Closing Date and to make the Upgrade Commitment (the “Financing Commitment”). Buyer has delivered to Seller a copy of the Financing Commitment, and Seller acknowledges that the Financing Commitment is satisfactory to it. Buyer shall use its reasonable best efforts to maintain the Financing Commitment in full force and effect at all times during the period beginning when the Financing Commitment was obtained and continuing until the Closing. Within twenty-four (24) hours of the lapse of the Financing Commitment, Buyer shall provide Seller with written notice of such lapse, and Seller may thereafter terminate this Agreement upon seven (7) days’ written notice to Buyer, unless within such seven (7) day period Buyer provides Seller with evidence of a renewed or replacement commitment reasonably satisfactory to Seller. If Seller terminates this Agreement pursuant to this Section 8.9, or if all conditions to Closing have been fulfilled but Buyer is unable to deliver the Cash Payment at Closing, then Seller shall be entitled to retain the entire Deposit in accordance with Section 11.3(b).
Buyer’s Financing. Buyer shall have obtained satisfactory financing, as determined in Buyer's sole and absolute discretion.
Buyer’s Financing. (Delete if Waived) The BUYER'S obligation to purchase is conditioned upon obtaining mortgage financing in the amount of $ at prevailing rates and terms by . If, despite reasonable efforts, the BUYER has been unable to obtain such financing the BUYER may terminate this Agreement by giving written notice that is received by SELLER or SELLER'S agent by 5:00 p.m. on the calendar day after the date set forth above. In the event that notice has not been actually or constructively received, this condition is deemed waived. In the event that due notice has been received, all monies deposited or paid by the BUYER shall be returned and all obligations of the BUYER and SELLER pursuant to this Agreement shall cease and this Agreement shall become void. In no event shall the BUYER be deemed to have used reasonable efforts to obtain financing unless the BUYER has submitted at least one (1) application to a licensed mortgage lender by and acted reasonably promptly in providing any additional information requested by the mortgage lender.
Buyer’s Financing. Other Documents and Acts. Seller shall execute such other documents and perform such other acts as may reasonably be necessary with respect to Buyer's financing of this Transaction.
Buyer’s Financing. Buyer has provided to Seller copies of bank commitments and other financing letters attached hereto as Schedule 4.5 (the "Financing Letters") relating to the financing described in Section 7.7 below which have been executed by Buyer and delivered by Buyer to the lenders named therein. The Financing Letters have not been revoked or modified. Buyer does not presently anticipate that it will not satisfy the conditions to the financing set forth in the Financing Letters (other than any conditions that relate directly to the Company and the Subsidiaries).
