Financing undertakings Clause Samples

The "Financing undertakings" clause sets out the obligations and commitments a party must fulfill in relation to obtaining or maintaining financing for a transaction or project. Typically, this clause requires the party to take specific actions such as providing necessary financial information, complying with lender requirements, or refraining from activities that could jeopardize financing arrangements. Its core practical function is to ensure that the necessary funding is secured and maintained, thereby reducing the risk of project delays or failures due to financial shortfalls.
Financing undertakings. (a) The Bidder shall use reasonable endeavours to arrange and consummate the Financing on the terms and subject to the conditions described in the Commitment Letters prior to the Implementation Date, including to: (i) maintain in effect the Commitment Letters; (ii) negotiate and enter into definitive agreements with respect to the Financing (the “Definitive Agreements”) consistent with the terms and conditions set out in the Commitment Letters (other than modifications to such terms and conditions as are acceptable to the Bidder provided that such modifications would be permitted under the restrictions on amendments and modifications applicable to the Commitment Letters pursuant to clause 10.5(c)); and (iii) satisfy (or obtain the waiver of) on a timely basis all conditions in the Commitment Letters and the Definitive Agreements which are within the Bidder’s control and are required to be satisfied by the Bidder to consummate the Financing by the Implementation Date. (b) Without limiting the generality of clause 10.5(a), in the event that all conditions contained in the Commitment Letters (other than the implementation of the Scheme and those conditions that are to be satisfied or waived on the Implementation Date) have been satisfied or waived, the Bidder shall use its reasonable endeavours to: (i) consummate and obtain the proceeds of the Debt Financing; and (ii) obtain the proceeds of the Equity Financing in accordance with the terms of the Equity Commitment Letters, in each case, on or prior to the Implementation Date, to the extent the proceeds thereof are required to implement the Scheme and the other transactions contemplated by this Agreement and the Scheme. (c) The Bidder shall not, without the prior written consent of Pushpay, permit any amendment, termination or modification to, or any waiver of any provision or remedy under, the Commitment Letters or any Debt Fee Letter if such amendment, modification, waiver or remedy: (i) adds new (or, adversely to the interests of the Bidder or the ability of the Bidder to consummate and obtain the proceeds of the Financing, modifies any existing) conditions to the consummation of the Financing; (ii) reduces the aggregate amount of the Debt Financing when taken together with the Equity Financing, such that the aggregate amount of the Financing would be less than the amount required to pay the Financing Amounts; or (iii) otherwise would reasonably be expected to hinder in any material respect, delay or preven...
View SourceView Similar (4)
Financing undertakings. (a) The Buyer's obligations under this Agreement are not subject to any conditions regarding its or any other person's ability to obtain financing for the consummation of the Transaction. (b) The Buyer undertakes that it has, and at the Closing will have, the necessary cash resources and/or definitive fundable loan agreements from its financing sources which together are sufficient to meet its obligations under this Agreement.
View Source

Related to Financing undertakings

  • Post-Closing Undertakings Within the time periods specified on Schedule 6.16 hereto (as each may be extended by the Administrative Agent in its reasonable discretion), provide such Collateral Documents and complete such undertakings as are set forth on Schedule 6.16 hereto.

  • Certain Agreements of the Underwriters Each Underwriter hereby represents and agrees that: (a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing. Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in Annex B hereto without the consent of the Company. (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • Negative undertakings The Borrowers jointly and severally undertake with each Creditor that, from the date of this Agreement and so long as any moneys are owing under the Security Documents and while all or any part of the Total Commitment remains outstanding, they will not, without the prior written consent of the Agent (acting on the instructions of the Majority Banks): 8.3.1 Negative pledge permit any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness or other liability or obligation of any Relevant Party or any other person;