Transaction Support Sample Clauses
The Transaction Support clause outlines the obligations and assistance that parties must provide to facilitate the successful completion of a transaction. Typically, this clause requires each party to cooperate, share necessary information, and perform certain actions—such as delivering documents or obtaining approvals—to ensure the transaction proceeds smoothly. Its core practical function is to ensure that all parties actively contribute to overcoming procedural or administrative hurdles, thereby reducing delays and minimizing the risk of the transaction failing due to lack of cooperation.
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Transaction Support. During the Support Period, subject to the terms and conditions of this Agreement, the Company agrees that it shall:
(i) negotiate in good faith the applicable Definitive Documents consistent in all material respects with the Term Sheet and this Agreement;
(ii) execute, deliver, perform its obligations under, implement, and consummate the transactions contemplated by the applicable Definitive Documents that are consistent in all material respects with the Term Sheet and this Agreement to which it is required to be a party;
(iii) use commercially reasonable efforts to support and take all commercially reasonable actions necessary or reasonably requested by the Consenting Creditors to facilitate the consummation of the Transactions in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement, the Term Sheet and the other Definitive Documents, as applicable;
(iv) complete the preparation, as soon as reasonably practicable after the TSA Effective Date, of each of the Definitive Documents necessary to implement the Transactions under Section 3 and subject to and in accordance with Section 3, obtain the written consent (email from applicable counsel being sufficient) of the Requisite Consenting Creditors to the form and substance of each of the Definitive Documents as required hereunder;
(v) notify the Ad Hoc Group Advisors within two (2) Business Days after obtaining actual knowledge thereof of (A) any breach by the Company in any respect of any of its obligations, representations, warranties or covenants set forth in this Agreement or any other Definitive Document; or (B) the happening or existence of any event that shall have made any of the conditions precedent set forth in Section 10 herein incapable of being satisfied prior to the Outside Date;
(vi) support and use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals to consummate the Transactions;
(vii) if it wishes to exercise the right to require the Backstop Parties to fund all of their Backstop Commitments, give notice (the “Backstop Funding Notice”) to such Backstop Parties of such exercise in accordance with Section 21 to the Backstop Parties of such election at or before 11:59 p.m. (Eastern time) on the date that is eight (8) weeks after the TSA Effective Date (such date and time, the “Backstop Funding Notice Deadline”). Any closing of the funding of the Backstop Commitments, which amounts may be reduced as described...
Transaction Support. During the Support Period, subject to the terms and conditions hereof, each Directing Lender agrees, severally and not jointly, with respect to all claims held, that it shall:
(i) support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement; provided that, other than as explicitly set forth herein, no Directing Lender shall be required to take any such action requested by the Company (other than execution and delivery of the Strict Foreclosure Direction) that would impose any material liability or obligation on such Directing Lender;
(ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and the Term Sheet;
(iii) not direct the Term Loan Agent to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Directing Lender’s obligations under this Agreement;
(iv) execute and deliver the Strict Foreclosure Direction to the Term Loan Agent consistent with the terms of this Agreement and the Term Sheet;
(v) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not, nor direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and
(vi) not, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Term Loan Claims against the Company, including in connection with any payment obligations of the Company under the Credit Agreement that come due during the Support Period, other than in accordance with this Agreement and/or the Definitive Documents; provided, however, that nothing in this clause (vi) shall require the Directing Lenders to waive any Default (as defined in the Credit Agreement) or Event of Default (as defined in the Credit Agreement) o...
Transaction Support. At or prior to the Adviser Merger Effective Time, ACM shall deposit, or cause to be deposited, with the Exchange Agent cash in an amount necessary to pay the Parent External Adviser Cash Consideration in accordance with the terms and conditions set forth in the Merger Agreement and, following the Adviser Merger Effective Time, the Exchange Agent shall pay the Parent External Adviser Cash Consideration in accordance with such terms and conditions. Nothing in this letter shall be deemed to limit ACM’s obligations under Sections 2.2(a)(ii)(B) or 2.3(a)(iii) of the Merger Agreement.
Transaction Support. (a) To induce Essex to pursue a Bid that includes an assumption of the Minimum Amount by Essex or its affiliate, the ▇▇▇▇▇ Parties shall (a) reasonably support the Bid (and any amended or modified Bid provided it includes assumption of at least the Minimum Amount and does not, in the ▇▇▇▇▇ Parties reasonable discretion, contain additional terms or changes which are materially adverse to the ▇▇▇▇▇ Parties); (b) not permit the assumption of any of the indebtedness under the Loan Agreement by any third party; (c) not object, on any grounds, to the motion or motions for approval (a “Sale Motion”) of any asset purchase agreement with respect to the Bid; and (d) not agree to, consent to, provide any support to, participate in the formulation of or seek Bankruptcy Court approval of, and use commercially reasonable efforts, at Essex’s cost and expense, to oppose (i) any sale of the assets and/or stock of Coast (whether such sale is implemented pursuant to Section 363 of the Bankruptcy Code, a Chapter 11 plan or otherwise), (ii) a plan of reorganization in respect of Coast or (iii) a liquidation (either under chapter 7 or chapter 11 of the Bankruptcy Code) in respect of Coast, other than the transaction contemplated by the Bid; provided, however, that if at any time after the date hereof, a Qualified Alternative Bid is received by Coast that provides for the cash payment of 100% of the obligations under the Loan Agreement, the ▇▇▇▇▇ Parties shall be permitted to withdraw their support for the Bid and support such other bid. If the ▇▇▇▇▇ Parties’ performance of their obligations under this paragraph 2 are reasonably likely to violate the ▇▇▇▇▇ Parties’ obligations under that certain Intercreditor and Subordination Agreement, dated May 18, 2007 (as amended, the “Intercreditor Agreement”), the ▇▇▇▇▇ Parties shall not be required to perform the specific obligation which may result in violation. Essex hereby agrees to indemnify the ▇▇▇▇▇ Parties for any losses, claims, damages, liabilities and costs and expenses to which the ▇▇▇▇▇ Parties may become subject in connection with performance of its obligations under this Section 2(a).
(b) In consideration for the transaction support described in Section 2(a) above: (x) in the event that Essex or any of its affiliates consummates the acquisition of substantially all of the assets of Coast (regardless of the form of such acquisition), at the time contemplated in Section 1(b), Essex shall provide the following to the ▇▇▇▇▇ Par...
Transaction Support. At or prior to the Effective Time, the Advisor shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay the Parent External Adviser Cash Consideration portion of the Merger Consideration in accordance with the terms and conditions set forth in the Merger Agreement and, following the Effective Time, the Exchange Agent shall pay the Parent External Adviser Cash Consideration in accordance with such terms and conditions. Nothing in this letter shall be deemed to limit the Advisor’s obligations under Article II of the Merger Agreement.
Transaction Support. As a material inducement to Buyer to enter into the Purchase Agreement and to consummate the transactions contemplated thereby and the other Transaction Documents (collectively, the “Transactions”), each Equityholder hereby acknowledges and agrees that he (a) has executed and delivered contemporaneously with the execution and delivery of the Purchase Agreement, the written consent attached hereto as Exhibit B approving the Transactions on behalf of Seller and on behalf of each Company (in Seller’s capacity as the sole member of each Company), (b) will not withdraw or rescind such written consent and (c) will take all reasonable actions to continue to approve and support the Transactions. Each Equityholder agrees that he will not transfer, in whole or in part, any of his direct or indirect equity interests in Seller or the Companies prior to the Closing or the earlier termination of the Purchase Agreement in accordance with the terms therein.
Transaction Support. The Major Shareholders will continue to provide, as may be requested by the Company, for fair, reasonable, and market consideration, support with regard to any material transactions for which they are providing support to the Company as of the date hereof. This support will be limited to those areas where one or more of the Major Shareholders possesses proprietary knowledge regarding such transaction which would make substitution by a third party service firm impractical. The Major Shareholders shall provide such support as long as either ▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ serves on the Company’s Board of Directors or, if later, October 31, 2006. The Company and the Major Shareholders shall work in good faith to agree on the transactions and areas of support referenced in this Section 4 promptly after the date hereof. All information developed in connection with such past and continuing support shall be the property of the Company, shall be subject to the Nondisclosure Agreements dated the date hereof between the Company and each of the Major Shareholders (the “Nondisclosure Agreements”), and shall be returned to the Company or destroyed by the Major Shareholders upon completion of the work, except as set forth in the Nondisclosure Agreements.
Transaction Support. A. Seller and Buyer understand that in the commercial vehicle and bus industries, suppliers are often required to provide incentives, extended warranties, or rebates to truck end-customers and/or dealers to persuade the customer and/or dealer to specify the supplier’s product(s) in lieu of competitive supplier products, which practice is defined as “Transaction Support”. Transaction Support is paid by the Seller using several approaches, including 1) through the bus OEM, 2) through the OEM dealer, and/or 3) directly to the end-customer.
B. Seller and ▇▇▇▇▇ also understand that Customers typically interpret Transaction Support to be a commitment between the product supplier and the Customer that is independent of which bus OEM brand the Customer selects for their purchase.
C. Seller understands Customer’s strategic preference for other bus components that may not include Seller’s Product offering.
D. If Seller provides Transaction Support to a Customer for multiple components when ordering a competitor’s vehicle, and Buyer does not wish to include all of Seller’s components in a proposal to the Customer, then Seller will offer the same or dollar-value adjusted Transaction Support to the Customer when ordering vehicles supplied by the Buyer with less than all of the multiple components in question. For example, if Seller offers a Customer a $500 rebate for ordering a vehicle from Brand A that includes Seller’s Product A, B, and C, and Buyer does not offer Seller’s Product C to this Customer, then the Seller will offer such Customer a $500 rebate for ordering a vehicle from Buyer or will adjust the rebate to reflect the reduction in dollar value for the exclusion of Product C.
Transaction Support. The Service for information assistance with buying procedure between Customer and Store, include order assistance, delivery options, initial payment and support centre.
Transaction Support. During the Support Period, subject to the terms and conditions hereof, the Consenting Sponsor agrees that it shall:
(i) use commercially reasonable efforts to support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement (including the Term Sheet);
(ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet;
(iii) not take any action nor solicit, encourage, or support any other person to take any action inconsistent with the Consenting Sponsor’s obligations under this Agreement; and
(iv) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not, nor direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction.