Syndication Assistance Clause Samples

Syndication Assistance. Subject to Section 11(a), at any time after the 90th day following the Closing, so long as the Purchasers and their Affiliates hold Notes: (i) The Company will, if reasonably requested by the Purchasers holding at least 25% of the then outstanding principal amount at maturity of Notes, assist the Purchasers in completing any private resale (a “Private Offering”) of Notes, but in no event shall the Company be required to assist in more than two Private Offerings and in no event more than once in any six-month period, by the Purchasers of the Notes in accordance with the Purchasers’ intended method of distribution provided that the Purchasers shall comply with all restrictions applicable to the transfer of the Notes under the Indenture and under applicable federal and state securities laws. If any Purchasers request assistance to complete a Private Offering, the Company will notify the other Purchasers of the Private Offering and the other Purchasers shall be entitled to receive the same assistance received by the initially requesting Purchasers from the Company in the Private Offering. Such assistance by the Company may, in any such case, include the following: (A) using commercially reasonable efforts to the end that the distribution efforts benefit from the Company’s existing lending relationships; (B) using commercially reasonable efforts to direct contact between the Company’s senior management and advisors and prospective purchasers to enable them to conduct their due diligence investigation; (C) responding to reasonable inquiries of, and providing answers to, each prospective purchaser who so inquires about the Company and its subsidiaries (to the extent such information is available or can be acquired and made available to prospective purchasers without commercially unreasonable effort or expense and to the extent the provision thereof is not prohibited by Applicable Law or applicable confidentiality restrictions or would require simultaneous public disclosure under Regulation FD promulgated under the Exchange Act) and the terms and conditions of the applicable distribution; (D) using commercially reasonable efforts to host meetings of prospective purchasers, appropriate in number for the size and nature of proposed offerings; (E) using commercially reasonable efforts to promptly prepare and provide to the Purchasers (or any sales or placement agent therefor and any initial purchaser thereof) all information with respect to the Company, including pro...

Syndication Assistance. (a) Promptly upon the occurrence of the Closing Date, upon the written request of the Arranger, the Borrower shall use commercially reasonable efforts to assist the Arranger in completing a syndication reasonably satisfactory to the Borrower and the Arranger until the earlier to occur of (i) the date that a Successful Syndication occurs and (ii) the date that is 60 days after the date of such written request (the period until such earlier date, the “Syndication Period”). Such assistance of the Borrower during the Syndication Period shall include (i) using commercially reasonable efforts to ensure that the syndication efforts benefit from the Borrower's existing material lending relationships, (ii) facilitating direct contact between appropriate members of senior management and certain appropriate legal and non-legal advisors and representatives of the Borrower, on the one hand, and the proposed Lenders, on the other hand, in each case upon reasonable advance written notice and at times during regular business hours and locations (which may, at the Borrower’s option, be by teleconference or videoconference) to be mutually agreed upon, (iii) the Borrower’s assistance in the Arranger’s preparation of customary confidential information memoranda (collectively, the “Confidential Information Memorandum”) and other customary marketing materials to be used in connection with the primary syndication of the Initial Term Facility, (iv) the hosting, with the Arranger, of up to one meeting (or, at the Borrower's option, a conference call or videoconference in lieu of such meeting) of prospective Lenders (as well as additional one-on-one conference calls with prospective Lenders as deemed reasonably necessary) in each case at such time during regular business hours and a location to be reasonably agreed upon, and (v) using commercially reasonable efforts to ensure that, until the expiration of the Syndication Period, without the prior written consent of the Arranger (such consent not to be unreasonably withheld, delayed or conditioned), there is no competing offering, placement or arrangement of any syndicated term loan or revolving credit facility or debt securities (other than the Initial Term Facility or any Take-Out Financing), by or on behalf of Parent or its Subsidiaries that would materially and adversely impair the primary syndication of the Initial Term Facility (it being agreed that Excluded Debt is not restricted by the foregoing). In addition to the foregoin...

Syndication Assistance. From the Changeover Date until the date falling six months after the Changeover Date, the Borrower shall, and shall ensure that the other members of the Group will, give any assistance which the Arrangers reasonably require in relation to syndication of the Facility including, but not limited to: (a) the preparation, with the assistance of the Arrangers, of an Information Memorandum. The Borrower shall approve the Information Memorandum before the Arrangers distribute it to potential Lenders on the Borrower's behalf; (b) providing all information in the Borrower’s possession or reasonably available to it that is reasonably requested by the Arrangers or potential Lenders to complete the syndication of the Facility, subject to any restrictions and/or limitations imposed by any applicable contractual obligations, law or regulations; (c) to the extent reasonably required, making the Borrower’s appropriate officers and representatives and consultants and advisers available, and using commercially reasonable efforts to make appropriate officers and representatives of the Target Group available, to participate in an agreed number of presentations to and conference calls with potential Lenders at such times and places as the Arrangers may reasonably request and on reasonable notice; and (d) using commercially reasonable efforts to ensure that the syndication of the Facility efforts benefit from the Group’s existing lending relationships.

Syndication Assistance. Until the date that is sixty days following the Closing Date, the Borrower agrees to use commercially reasonable efforts to cooperate with the Administrative Agent and the Arranger in connection with Arranger’s syndication efforts, including, without limitation, (i) participating in the presentation of customary information in one or more meetings, held at reasonable places and reasonable times, with prospective Lenders or agents in connection with the syndication of the Term Facility (including, without limitation, direct contact between senior management and representatives, with appropriate seniority and expertise, of the Borrower with prospective Lenders and participation of such persons in such meetings) and (ii) updating the applicable confidential information memorandum from time to time to include any material changes to the matters discussed therein.

Syndication Assistance. The Borrower will, to the reasonable satisfaction of the Joint Lead Arrangers, use commercially reasonable efforts to actively assist in completing a timely syndication of the Loans in accordance with the provisions of Section 3 of the Commitment Letter.