Efforts to Obtain Financing. The Buyer Parties shall use their commercially reasonable efforts to obtain, as soon as reasonably practicable after the date hereof, at least $65,000,000 of gross equity financing on terms commercially acceptable to the Buyer Parties to enable the Buyer Parties to pay the Cash Purchase Price at Closing and to consummate the transactions contemplated under this Agreement (the “Financing”). Without limiting the generality of the foregoing, the Buyer Parties shall (i) commence arrangement of the Financing concurrently with the Parties’ execution and delivery of this Agreement and diligently pursue the arrangement of the Financing thereafter, (ii) cause any conditions to the Financing to be fulfilled in accordance with their terms as soon as reasonably practicable and (iii) expeditiously seek to obtain any replacement equity financing on terms commercially acceptable to the Buyer Parties if it becomes reasonably likely that the Buyer Parties will be unable for any reason to timely consummate all or any portion of the Financing initially arranged by them or on their behalf. Upon consummation of the Financing, Buyer Parent shall contribute to Buyer sufficient funds from the proceeds thereof to enable Buyer to pay the Cash Purchase Price at Closing and to consummate the transactions contemplated under this Agreement. Seller shall (and shall cause the Company and the respective Affiliates and representatives of Seller and the Company to) reasonably cooperate with Buyer Parent with respect to Buyer Parent’s arranging of the Financing, as Buyer Parent may reasonably request, at the cost and expense of the Buyer Parties.
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Efforts to Obtain Financing. Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its 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 arrange, obtain and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letters (taking into account any “market flex” provisions in the fee letter) on or prior to the Closing Date. Such actions shall include: (i) maintaining in full force and effect the Debt Commitment Letters in the form provided to the Company concurrently with the execution of this Agreement (except to the extent additional or alternative financing would then be available to consummate the transactions on the Closing Date) or as otherwise permitted to be amended in accordance with the terms hereof, (ii) satisfying on a timely basis all of the conditions precedent and covenants to the Debt Financing applicable to Parent and/or Merger Sub that are to be satisfied by Parent and/or Merger Sub, (iii) negotiating, executing and delivering the Debt Financing Documents that reflect the terms contained in the Debt Commitment Letters (including, as necessary, agreeing to any requested changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Commitment Letters or any related fee letter), in each case which terms shall not in any respect expand on the conditions to the funding of the proceeds from the Debt Financing at the Closing or reduce the aggregate amount of the proceeds from the Debt Financing available to be funded on the Closing Date unless a corresponding increase in alternative financing is then made available, or, if available, on other terms that are acceptable to Parent and Merger Sub and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of Parent and Merger Sub to consummate the transactions contemplated herein, (iv) using reasonable best efforts to fully enforce its rights under the Debt Commitment Letters and the Debt Financing Documents in order to consummate the Debt Financing at or prior to the closing, (v) promptly commencing the syndication activities contemplated by the Debt Commitment Letters and (vi) borrowing an amount necessary in accordance with the terms of the Debt Financing Documents to consummate the transactions contemplated hereunder. Parent and ...
Efforts to Obtain Financing. (a) Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary to obtain the Equity Financing at the Closing on the terms and conditions set forth in the Equity Commitment Letter, including to: (i) maintain the Equity Commitment Letter in effect, (ii) negotiate and enter into definitive agreements with respect thereto, (iii) comply with and perform the obligations applicable to it pursuant to such Equity Commitment Letter, (iv) subject to Section 10.12(b), draw down on and consummate the Equity Financing, including enforce its rights under the Equity Commitment Letter and cause the Sponsor to fund the Equity Financing at the Closing, and (v) subject to Section 10.12(b), satisfy on a timely basis all conditions applicable to it in such definitive agreements that are within its control.
Efforts to Obtain Financing. (a) Buyer shall use its best efforts to arrange and consummate financing within the ninety (90) days after the date of this Agreement in the form of net cash proceeds on hand from public offerings of Buyer’s equity securities and/or availability ready to draw at the Closing under one or more debt financing facilities of Buyer (including under any accordion feature thereof that will be available by its terms at the Closing) in an aggregate amount not less than the Purchase Price (the “Financing”).
Efforts to Obtain Financing. Prior to the Closing Date, RARE shall, and as applicable shall cause the other Seller and the Transferred Subsidiaries and management of the Sellers and the Transferred Subsidiaries to, cooperate in all reasonable and customary respects with Purchaser and Purchaser’s agents to facilitate the consummation of the Financings, including cooperating with the Lender’s and Sale-Leaseback Buyer’s diligence efforts; making senior management of the Bugaboo Creek Steak House Concept available for rating agency meetings, lender meetings and other communications with prospective lenders or investors as the Lender may reasonably request, cooperating with Purchaser to obtain title insurance policies and surveys relating to the Real Property; delivering customary affidavits and closing certificates in form reasonably acceptable to RARE in connection with the Financing; and cooperating with Purchaser to obtain landlord estoppel certificates and landlord consents to leasehold mortgages on the Leased Real Property.
Efforts to Obtain Financing. The obligations of Buyers under this Agreement are not contingent on the availability of financing. Buyers will, if necessary to fulfill their obligations under this Agreement, use their reasonable best efforts to arrange financing for the transactions contemplated by this Agreement on customary terms and conditions, including (i) negotiating and entering into definitive agreements for such financing as soon as reasonably practicable, (ii) satisfying on a timely basis all conditions and covenants applicable to Buyers in such definitive agreements, (iii) consummating Buyers' financing at or prior to the Closing if all conditions to closing contained in ARTICLE VII are satisfied, waived, or would be satisfied if the Closing had occurred, and (iv) enforcing its rights under such definitive documents or any other contractual commitment to provide such financing obtained by Buyers. Buyers will give prompt notice to Sellers if for any reason the Buyers believe in good faith that it will not be able to obtain all or any portion of the financing contemplated to be arranged by it. As soon as reasonably practicable, but in any event within five (5) Business Days after Sellers deliver a written request, Buyers will provide any information reasonably requested by Sellers relating to any financing being arranged by Buyers.
Efforts to Obtain Financing. (a) Subject to the terms and conditions of this Agreement, Buyer shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions applicable to Buyer within its control described in the Commitment Letter in a timely manner but in any case on or prior to the Closing Date, including using reasonable best efforts to (i) maintain in full force and effect the Commitment Letter in accordance with its terms, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions (including any flex provisions set forth in the Fee Letter) not less favorable, in all material respects and taken as a whole, to Buyer, than those contained therein as promptly as practicable after the date hereof, (iii) comply with all material covenants and obligations applicable to Buyer in the Commitment Letter and any definitive agreements with respect thereto, (iv) satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Buyer in such definitive agreements and (v) in the event that all conditions contained in the Commitment Letters or the definitive agreements related to the Financing have been satisfied (except those that, by their nature, are to be satisfied on the Closing Date) or waived, consummate the Financing at or prior to the Closing Date. If at any time it becomes reasonably likely that Buyer will be unable for any reason to consummate the Financing on the terms set forth in, or on terms not materially less favorable to the borrowers than those in, the Commitment Letter, Buyer shall use its reasonable best efforts to obtain replacement financing on terms not less favorable in all material respects and taken as a whole, including from alternate sources, as promptly as practicable after the occurrence of such event.
