Financing Efforts. (a) During the Interim Period, Oryx shall use its commercially reasonable efforts to take (or cause to be taken), all actions and do (or cause to be done), all things necessary, proper or advisable to maintain in effect, arrange and consummate the Debt Financing on or before the Closing Date on the terms described in the Debt Commitment Letter, including using commercially reasonable efforts to: (i) satisfy, or cause the satisfaction of, or obtain a waiver of, on a timely basis all conditions applicable to Oryx under the Debt Commitment Letter on or prior to the Closing Date; (ii) negotiate and enter into definitive agreements (to the extent not already entered into) with respect to the Debt Financing on the terms and subject to the conditions contemplated by the Debt Commitment Letter (including any “market flex” provisions of the Fee Letter) on or prior to the Closing Date; and (iii) consummate the Debt Financing at or prior to or substantially concurrently with Closing. Oryx shall not terminate any Debt Commitment Letter without the prior written consent of the Plains Parties if the available cash on hand of Oryx, together with any Substitute Financing Commitments or equity commitments, would not be sufficient to satisfy Oryx’s obligations under this Agreement and to consummate the transactions contemplated hereby (including the Oryx Refinancing and pay all other amounts pursuant to this Agreement and the other Transaction Documents or otherwise necessary to consummate the transactions contemplated thereby and hereby). Oryx shall not, without the prior written consent of Plains Parent, permit any amendment or modification to be made to, consent to any waiver of any provision or remedy of, or replace the Debt Commitment Letter or Fee Letter if such amendment, modification, waiver or replacement (x) reduces the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount thereof) below the amount necessary to effectuate the Oryx Refinancing and pay all other amounts pursuant to this Agreement and the other Transaction Documents or otherwise necessary to consummate the transactions contemplated hereby and thereby, unless Oryx will otherwise have available cash sufficient to consummate the Oryx Refinancing and pay all other amounts pursuant to this Agreement and the other Transaction Documents, (y) imposes any new or additional condition to the Debt Financing, or otherwise amends, modifies or expands...
Financing Efforts. If an event of the type listed in clause (f) of Annex A hereto shall have occurred and, as a consequence thereof, the Parent's and the Acquisition Sub's financing for the Offer is withdrawn or otherwise unavailable, and if the other conditions to the Offer have otherwise been satisfied, the Parent will use reasonable best efforts to arrange alternative financing for the Offer (provided that the terms thereof are not materially worse than those available to it previously).
Financing Efforts. 44 ARTICLE VII CONDITIONS TO THE MERGER.............................................44 Section 7.1 Conditions to Obligation of Each Party to Effect the Merger.................................................44 Section 7.2 Conditions to Obligation of Parent, Fimalac-U.S. and Acquisition Sub........................................45 ARTICLE VIII
Financing Efforts. Prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, Purchaser shall use its reasonable best efforts (i) to consummate the financing transactions contemplated by the Commitment Letter or (ii) to obtain Acceptable Alternative Financing. If Purchaser pursues financing other than as contemplated by the Commitment Letter, Purchaser shall first use its reasonable best efforts to obtain Acceptable Alternative Financing that does not involve the issuance, sale or delivery of equity or equity-related securities (including debt securities convertible into, or exercisable or exchangable for, Common Stock), and then if such financing is not available on terms acceptable to Purchaser Board, and if Purchaser Board determines in good faith that it is in the best interests of Purchaser and its stockholders to do so, such Acceptable Alternative Financing that involves the issuance, sale or delivery of equity or equity-related securities (including debt securities convertible into, or exercisable or exchangable for, Common Stock). During the periods that Purchaser is complying with its obligations under this Section 5.31, Sellers and the Sellers Representatives shall continue to perform their obligations under Section 5.23.
Financing Efforts. (a) Buyer acknowledges and agrees that Seller and its Affiliates and its and their respective Representatives shall not have any responsibility for, or incur any liability to any Lender under, the Debt Financing or any cooperation provided pursuant to this Agreement and that Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all Losses suffered or incurred by any of them resulting from or arising out of any Action by or on behalf of any Lender in connection with the Financing and any information utilized in connection therewith (except, as set forth in the last sentence of Section 6.4(e) below, to the extent such Losses were caused by the gross negligence, fraud or intentional misconduct of Seller or its Affiliates or by breach of this Agreement by Seller).
Financing Efforts. The Fund hereby agrees to use commercially reasonable efforts to enter into the credit facility necessary to satisfy the Financing Condition (as defined in the Offer to Purchase accompanying the Tender Offer), which is a material condition to the Tender Offer (the “Credit Facility”) as soon as practicable following the date hereof. The Credit Facility shall provide the Fund with financing sufficient for the payment in full of all consideration payable in the event that all of the holders of the ARPS tender their ARPS and the payment of all costs and fees to be borne by the Fund in connection with the Tender Offer.
Financing Efforts. Subject to the terms and conditions of this Agreement, Parent and Purchaser will use commercially reasonable efforts to cause the condition in Section 5.2(g) to be met no later than the Closing Date. In furtherance of the foregoing, Parent and Purchaser will, if necessary, use commercially reasonable efforts to obtain debt financing contemplated by the Financing Commitment from financial institutions in addition to or other than the Lenders (provided that Parent and Purchaser will not be required to seek any alternative financing with terms that are in the aggregate materially less favorable than those contemplated by the Financing Commitment). The Shareholders will cause there to be taken at or prior to the Closing all commercially reasonable actions in relation to the termination of the Company's KeyBank revolving loan and lease line facilities and the release of all liens on the assets of the Company (including interests in and assets of any Company Subsidiary but excluding equipment-specific equipment leases) and provide documentation thereof as may be necessary to satisfy the conditions to the funding of the financing contemplated by the Financing Commitment.
Financing Efforts. Purchaser hereby agrees to exercise its commercially reasonable efforts to obtain and have available for Closing acquisition financing on substantially the terms described in the financing commitment identified in Section 8.12 hereof and in the fee letter provided to Purchaser in connection with such financing commitment or on other commercially reasonable terms not worse, taken as a whole, to Purchaser than those terms contained in the financing commitment provided to Seller and identified in Section 8.12 hereof (collectively, the “Financing Arrangement”); provided, however, that to the extent any “market flex” provision applicable to such Financing Arrangement results in an increase in interest rates and/or fees that has the effect of increasing the net overall yield by greater than two percent (2%) per annum, such financing shall not be deemed to be on substantially such terms as the Financing Arrangement contemplated hereby; and provided further, that this Section 6.18 shall in no way affect or modify the Parties’ respective termination rights under Section 10.1.
Financing Efforts. If the Available Closing Date Cash Condition is not satisfied at the time of the Study Closing, then thereafter, and only to the extent necessary to satisfy the Available Closing Date Cash Condition, Acquiror shall use its reasonable best efforts to obtain financing to the extent and subject to the terms and limitations set forth on Schedule 6.21 (the “Additional Financing”).
Financing Efforts. (a) The Purchaser shall use its commercially reasonable efforts to arrange the financing on the terms and conditions described in the Commitment Letter, including its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to the Purchaser in such definitive agreements that are within its control. In the event any portion of the financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, the Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to the Purchaser (the “Alternative Financing”). The Purchaser shall give the Company prompt notice of any material breach by any party of the Commitment Letter or any termination of the Commitment Letter. The Purchaser shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter without first consulting the Company.
