Syndication Sample Clauses
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Syndication. (a) The Borrower agrees that it shall, subject to the disclosure limitations in the Takeover Code with respect to the Target Transactions, take all actions that the Arrangers may reasonably request to assist them in timely forming a syndicate acceptable to the Arrangers and the Lenders participating in this Agreement. The Borrower’s assistance in forming such syndicate with respect to this Agreement shall include but not be limited to: (i) making available senior management, representatives and non-legal advisors of the Borrower (at reasonable times and upon reasonable notice); (ii) providing copies of any due diligence reports or memoranda prepared by legal, accounting, tax or other advisors in connection with the Acquisition and any other customary and reasonably available information the Arrangers may reasonably request in connection with a customary due diligence review, in each case, to the extent reasonably available to the Borrower and subject to the delivery of customary non-disclosure and non-reliance agreements reasonably acceptable to the Arrangers; (iii) participation, with the Arrangers, in one or more informational meetings with potential Lenders at such times and places as the Arrangers may reasonably request; (iv) using commercially reasonable efforts to ensure that the syndication effort benefits from the Borrower’s prior and existing lending and other banking relationships and to the extent practicable and appropriate, those of the Target; (v) assisting in the preparation and delivery, as soon as practicable after the date hereof, but in no event later than 20 Business Days prior to Closing Date, of a Confidential Information Memorandum and other customary marketing materials to be used in connection with the syndication; and (vi) using commercially reasonable efforts to obtain, at the Borrower’s expense, public corporate credit/family ratings of the Borrower and ratings of the Facility by ▇▇▇▇▇’▇ and S&P as soon as practicable after the date hereof, including participation in rating agency presentations and using commercially reasonable efforts to cause such corporate credit/family ratings and ratings of the Facility to be continuously maintained). For the avoidance of doubt, from and after the Closing Date, the Borrower’s assistance will include the assistance as provided in the prior sentence of Target and its senior management.
(b) Prior to the Closing Date, the Borrower agrees to use commercially reasonable efforts to cause the Targe...
Syndication. In the event that the Borrower elects to request an increase of the Revolving Credit Commitments, the Borrower and the Administrative Agent agree to mutually develop a syndication strategy, including timelines for commitments, to the extent the Administrative Agent agrees to assist in such syndication.
Syndication. (a) Subject to the terms and conditions of this Agreement (including Sections 19.1 and 19.2), the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto).
(b) In the event a Syndicate is formed pursuant to the terms herein, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder.
(c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate.
(d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall:
(i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and
(ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders with respect to any Facility.
(e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documents.
(f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.
Syndication. (a) Each of the Obligors shall (and the Company shall procure that each member of the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers in connection with the primary syndication of the Facilities (other than the B5 Facility and the B6 Facility) in a manner consistent with normal market practice including (but not limited to) by:
(i) providing such financial and other information relating to the Group as the Mandated Lead Arrangers, acting reasonably, may deem necessary to achieve Successful Syndication provided that no such information shall be required to be so provided to the extent that the same would require a filing to be made by any Obligor with the SEC as a result thereof;
(ii) in line with normal market practice, assisting the Mandated Lead Arrangers in the preparation of any supplemental materials to the Information Memoranda;
(iii) allow attendance by senior management of the Ultimate Parent and the Company at one or more bank presentations or meeting with potential lenders at such times and places as the Mandated Lead Arrangers may agree with the Ultimate Parent and the Company; and
(iv) use reasonable efforts to ensure that the syndication efforts benefit from the Group’s existing lending relationships, provided that no Obligor shall be required to provide any information where, having regard to the relevance of that information to the achievement of Successful Syndication, it would be unreasonable to do so.
(b) Without prejudice to the provisions of paragraph (a), no Obligor shall be required to take any action or to deliver any information that would conflict with any applicable Law to which it is bound or other applicable regulation including the Takeover Code, US Federal securities laws, the laws of Delaware, or to provide any disclosures that would require a filing with the U.S. Securities and Exchange Commission, or cause it or any of its Subsidiaries to breach any applicable confidentiality undertaking to which it is bound or which might prejudice its entitlement to or retention of legal privilege in any document. In the event that the Mandated Lead Arrangers request any information to be disclosed or action to be taken which is subject to a confidentiality undertaking, the Parent or the relevant Obligor as the case may be, shall use its reasonable endeavours to obtain the consent of the relevant beneficiary of such confidentiality undertaking to such action in order to allow such disclosure or action to be taken.
Syndication. The Borrowers acknowledge that the Administrative Agent intends, and shall have the right, by itself or through its Affiliates, to syndicate or enter into co-lending arrangements with respect to the Loans and the Total Revolving Credit Commitment pursuant to this §19, and the Borrowers agree to cooperate with the Administrative Agent's and its Affiliate's syndication and/or co-lending efforts, such cooperation to include, without limitation, the provision of information reasonably requested by potential syndicate members.
Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 11.8 set forth below.
Syndication. The provisions of this Section 9.7 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 9.7 set forth below.
Syndication. The Borrower shall provide reasonable assistance to the Arranger in the preparation of the Information Memorandum and the primary syndication of the Facilities (including, without limitation, by making Key Personnel available for the purpose of making presentations to, or meeting, potential lending institutions) and shall comply with all reasonable requests for information from potential syndicate members prior to completion of syndication.
Syndication. The Lenders may at any time sell, assign or participate any portion or all of the Advances and the Facility Documents to one or more Persons subject to the terms and conditions of this Article XIII.
Syndication. The Borrower acknowledges that the Arrangers intend, and acknowledges that the Arrangers shall have the right, by themselves or through their respective Affiliates, to syndicate or enter into co-lending arrangements with respect to the Loans and the Total Commitment pursuant to this §20, and the Borrower agrees to cooperate with the Arrangers’ and their respective Affiliates’ syndication and/or co-lending efforts, such cooperation to include, without limitation, the provision of information reasonably requested by potential syndicate members.