Common use of Debt Commitment Letter Clause in Contracts

Debt Commitment Letter. Parent has delivered to the Company a true, correct and complete copy of an executed commitment letter, dated as of the date hereof, and the executed fee letter related thereto, dated as of the date hereof, (except that economic terms and “flex” provisions may be redacted so long as no redaction covers terms that would (i) reduce the amount of the hereinafter defined Debt Financing below the amount necessary for Parent to complete the Merger, (ii) adversely affect the amount (including the net cash proceeds to Parent), conditionality, availability, timing or termination of the Debt Financing, as hereinafter defined, (iii) reasonably be expected to prevent, impair or delay the consummation of the Debt Financing or (iv) impose new or additional, or adversely modify any existing conditions precedent), together with any related exhibits, schedules, annexes, supplements, term sheets and other agreements (collectively and as amended from time to time, the “Debt Commitment Letter” and together with the Equity Commitment Letter, the “Financing Commitment Letters”), pursuant to which the agents, arrangers, managers, lenders and other entities party thereto (excluding Parent, Merger Sub or the Guarantors), including the parties to any joinder agreements joining such parties to the Debt Commitment Letter or parties (excluding Parent, Merger Sub or Guarantor) to the definitive agreements executed in connection with the Debt Financing (together with their respective Affiliates and their respective Affiliates’ officers, managers, directors, employees, controlling Persons, agents and Representatives and their respective successors and assigns, collectively, but not including Parent, Merger Sub, or the Guarantors, the “Debt Financing Sources” and, together with the Equity Financing Sources, the “Financing Sources”) have committed to provide, subject to the terms and conditions set forth therein, debt financing for the Merger and the other transactions contemplated herein in the aggregate amount set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”).

Debt Commitment Letter. Parent (a) Concurrently with the execution of this Agreement, the Buyer has delivered to the Company Seller a trueduly executed Debt Commitment Letter. The Debt Commitment Letter is not subject to any conditions or other similar contingencies other than as expressly set forth therein that would permit the Debt Financing Parties to reduce the aggregate principal amount of the Debt Financing below an amount necessary to consummate the transactions contemplated hereby, correct including any condition relating to the amount or availability of the Debt Financing pursuant to any “flex” provision, and complete copy not redacted in the version provided to the Seller, is in full force and effect, and, to the Knowledge of an the Buyer, represents a legal, valid and binding obligation of the Debt Financing Sources, Enforceable, to the Knowledge of the Buyer, against the Debt Financing Sources in accordance with its terms, and no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under the Debt Commitment Letter. (b) The Debt Commitment Letter has not been amended, supplemented or modified, and no provision thereof has been waived, to the Knowledge of the Buyer, no such amendment, restatement, supplement, modification or waiver is contemplated or pending (other than to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed commitment letter, dated the Debt Commitment Letter as of the date hereofof this Agreement), and the executed fee letter related theretorespective commitments contained in the Debt Commitment Letter have not been withdrawn, dated as terminated or rescinded in any respect, and, to the knowledge of the date hereofBuyer, (except that economic terms no such withdrawal, termination or rescission is contemplated. There are no side letters or other contracts or arrangements related to the Debt Financing other than as expressly set forth in the Debt Commitment Letter delivered to the Seller. Assuming the conditions set forth in ‎Article VI are satisfied at the Closing, the aggregate proceeds contemplated to be provided under the Debt Commitment Letter will be sufficient when funded for Buyer to pay and “flex” provisions may be redacted so long as no redaction covers terms that would satisfy in full (i) reduce the amount of the hereinafter defined Debt Financing below the amount necessary for Parent its obligations pursuant to complete the Merger, Section 2.04 and (ii) adversely affect the amount (including the net cash proceeds to Parent), conditionality, availability, timing or termination all fees and expenses and other obligations of the Buyer and its Affiliates in connection with this Agreement and the Debt FinancingCommitment Letter. (c) All commitments and other fees required to be paid under the Debt Commitment Letter prior to the date hereof have been paid in full. Assuming the conditions set forth in Article VI are satisfied at the Closing, as hereinafter defined, (iii) reasonably the Buyer has no reason to believe that any of the conditions to the Debt Financing will not be expected to prevent, impair satisfied or delay the consummation full amount of the Debt Financing or (iv) impose new or additional, or adversely modify any existing conditions precedent), together with any related exhibits, schedules, annexes, supplements, term sheets and other agreements (collectively and as amended from time to time, the “Debt Commitment Letter” and together with the Equity Commitment Letter, the “Financing Commitment Letters”), pursuant to which the agents, arrangers, managers, lenders and other entities party thereto (excluding Parent, Merger Sub or the Guarantors), including the parties to any joinder agreements joining such parties will not be available to the Debt Commitment Letter or parties (excluding Parent, Merger Sub or Guarantor) to Buyer on the definitive agreements executed in connection with the Debt Financing (together with their respective Affiliates and their respective Affiliates’ officers, managers, directors, employees, controlling Persons, agents and Representatives and their respective successors and assigns, collectively, but not including Parent, Merger Sub, or the Guarantors, the “Debt Financing Sources” and, together with the Equity Financing Sources, the “Financing Sources”) have committed to provide, subject to the terms and conditions set forth therein, debt financing for the Merger and the other transactions contemplated herein in the aggregate amount set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”)Closing Date.

Debt Commitment Letter. (a) Parent has delivered to the Company a true, correct and complete copy of an executed commitment letter, dated as of the date hereofPurchaser shall each use its, and shall cause its Subsidiaries to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the executed fee letter related thereto, dated Debt Financing as of promptly as practicable and no later than the date hereof, (except that economic Closing Date on the terms and “flex” provisions may be redacted so long as no redaction covers terms that would subject only on the conditions expressly set forth in the Debt Commitment Letter, including using reasonable best efforts to (i) reduce comply with the amount terms and conditions of and maintain in full force and effect the hereinafter defined Debt Financing below Commitment Letter in the amount necessary form provided to the Sellers and the Company concurrently with the execution of this Agreement (except for Parent to complete amendments, restatements, replacements, supplements, terminations and other modifications and waivers not prohibited by the Mergerterms thereof or this Section 6.15), (ii) adversely affect promptly negotiate, execute and deliver Definitive Debt Financing Agreements, and (iii) satisfy on a timely basis (except to the extent that Purchaser has obtained the waiver thereof) all conditions to the obligations of the Debt Financing Sources to fund the full amount of the Debt Financing at the Closing that are to be satisfied by Purchaser in order to consummate the Debt Financing on or prior to the Closing Date. (including b) Purchaser shall not permit, consent to, enter into or otherwise agree to (i) any amendment, restatement, replacement, supplement, termination or other modification or waiver under, the net cash proceeds to Parent)Debt Commitment Letter or the Debt Fee Letters without the prior written consent of the Sellers’ Representative, conditionalityif such amendment, availabilityrestatement, timing supplement, termination, modification or termination waiver would (A) impose or permit the imposition of any new, modified or additional condition precedent to, or permit the modification of any existing condition precedent to, the funding of the Debt Financing or impair, delay, or prevent the availability of all or any portion of the Debt Financing, as hereinafter defined(B) delay the consummation of the transactions contemplated by this Agreement at the Closing, (iiiC) reasonably adversely impact the ability of Parent or Purchaser to enforce its rights under the Debt Commitment Letter or to consummate the transactions contemplated by this Agreement or (D) reduce the aggregate cash amount of the Debt Financing (including by increasing the amount of the fees to be expected paid or original issue discount to prevent, impair or delay be offered in connection with the consummation of the Debt Financing or (iv) impose new or additional, or adversely modify any existing conditions precedent), together except in accordance with any related exhibits, schedules, annexes, supplements, term sheets and other agreements (collectively and as amended from time to time, the “market flex” provisions set forth in the Debt Commitment Letter” Letter as of the date hereof)) to an amount below an amount that would permit the Purchaser to pay the Required Amount as of the Closing; provided that, subject to the limitations set forth in this Section 6.15, Purchaser may amend the Debt Commitment Letter to add lenders or other financial institutions that had not executed the Debt Commitment Letter as of the date of this Agreement. Parent and/or Purchaser shall promptly (and together with in any event, within five (5) Business Days following the Equity Commitment Letterexecution thereof) furnish to the Company and Sellers’ Representative correct and executed copies of any amendment, the “Financing Commitment Letters”)restatement, pursuant to which the agentsreplacement, arrangerssupplement, managersmodification, lenders and other entities party thereto (excluding Parent, Merger Sub waiver or the Guarantors), including the parties to any joinder agreements joining such parties consent of or relating to the Debt Commitment Letter or parties (excluding Parent, Merger Sub or Guarantor) to Letters and the definitive agreements executed Debt Fee Letters and any other fee letters entered into in connection with the Debt Financing (together which may be Customarily Redacted as if such letters were Debt Fee Letters). Upon the reasonable request of the Company, Parent shall keep the Sellers’ Representative and the Company informed, on a reasonably current basis in reasonable detail, of the status of its efforts to arrange and consummate the Debt Financing and of all material developments in respect thereof. For purposes of this Agreement (other than with their respective Affiliates and their respective Affiliates’ officersrespect to representations in this Agreement made by Purchaser that speak as of the date of this Agreement), managers, directors, employees, controlling Persons, agents and Representatives and their respective successors and assigns, collectively, but not including Parent, Merger Sub, or the Guarantors, references to (i) the “Debt Financing SourcesFinancing” and, together with the Equity Financing Sources, the “Financing Sources”) have committed to provide, subject to the terms and conditions set forth therein, debt financing for the Merger and the other transactions contemplated herein in the aggregate amount set forth therein (the or “Debt Financing” andwill include the financing contemplated by the Debt Commitment Letter as permitted by this Section 6.15 to be amended, together with the Equity restated, replaced, supplemented or otherwise modified or waived (including any Alternative Financing, ) and (ii) “Debt Commitment Letter” and the “Financing”)Debt Fee Letters” shall include each such document, as applicable, as amended, restated, replaced, supplemented or otherwise modified or waived (including any Alternative Financing Commitment Letter) to the extent such amendment, restatement, replacement, supplement, other modification or waiver was expressly permitted under this Section 6.15, in each case from and after the date such expressly permitted amendment, restatement, replacement, supplement or other modification or waiver.