Common use of Sufficiency of Financing Clause in Contracts

Sufficiency of Financing. Assuming the accuracy of the representations and warranties of the Company set forth in Article V and the performance in all material respects by the Company with its obligations hereunder, the aggregate amounts of the Financing, when funded or invested, as applicable, in accordance with the Financing Commitments (after netting out applicable fees, expenses, original issue discount and similar premiums and charges that are required to be paid at or prior to Closing pursuant to the terms of the Financing Commitments and after giving effect to any “market flex” provisions set forth in the Debt Financing Commitment), when funded, will be sufficient for the satisfaction of all of the Buyer Parties’ obligations under this Agreement at the Closing and, in the aggregate, shall provide for, at the Closing, funds sufficient in amount for the Buyer Parties to (i) make the payment of all amounts pursuant to Article III in connection with consummation of the Offer and the Merger required to be paid at the Closing; (ii) pay all amounts in connection with the refinancing or repayment of any outstanding Indebtedness (including the amount payable pursuant to the Payoff Letters) required to be paid at the Closing; (iii) pay all fees and expenses required to be paid at or in connection with the Closing by the Buyer Parties in connection with the transactions contemplated hereby required to be paid at the Closing; and (iv) satisfy all other payment obligations of the Buyer Parties contemplated hereunder and under the Financing Commitments required to be made at the Closing (the amount contemplated by (i) through (iv), the “Required Amount”). No Buyer Party’s obligations (or those of any of its Affiliates) contemplated by this Agreement, including the obligation to consummate the Closing when required pursuant to the terms and conditions of this Agreement (and subject to the limitations set forth in Section 11.8), are in any way contingent upon or otherwise subject to any Buyer Party’s (or any of its Affiliates’) consummation of any financing arrangements, any Buyer Party’s (or any of its Affiliates’) obtaining of any financing or the availability, grant, provision or extension of, or receipt of any funds from, any financing to, or by, any Buyer Party (or any of its Affiliates).

Sufficiency of Financing. Assuming There are no conditions precedent or other contingencies related to the accuracy funding of the representations and warranties of the Company set forth in Article V and the performance in all material respects by the Company with its obligations hereunder, the aggregate amounts full amount of the Financing, when funded or invested, other than as applicable, in accordance with the Financing Commitments (after netting out applicable fees, expenses, original issue discount and similar premiums and charges that are required to be paid at or prior to Closing pursuant to the terms of the Financing Commitments and after giving effect to any “market flex” provisions expressly set forth in the Debt Financing Commitment), when funded, will be sufficient for Commitment Letter. Assuming the satisfaction of all or, to the extent permitted hereunder, waiver of the Buyer Parties’ obligations under this Agreement conditions set forth in Section 8.01, the net proceeds available to be disbursed pursuant to the Financing, together with (i) any cash on hand and cash equivalents available to Parent and its Affiliates and (ii) any cash on hand and cash equivalents of the Company and its Subsidiaries reasonably expected to be available to Parent and Merger Sub at the Closing andMerger Closing, will, in the aggregate, shall provide for, at the Closing, funds be sufficient in amount for the Buyer Parties to (i) make the payment of all amounts (A) the aggregate Offer Price necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer; (B) the aggregate Merger Consideration and all other payments expressly required to be made by Parent under Article III in connection with consummation of the Offer and on the Merger Closing Date, (C) any fees and expenses expressly required to be paid at by Parent in connection with this Agreement and the Closing; Financing, (iiD) pay all amounts any transaction bonuses expressly required to be paid by the Company or its Subsidiaries to directors, officers or employees of the Company and its Subsidiaries in connection with the refinancing or repayment consummation of any outstanding Indebtedness (including the amount payable pursuant Transactions, to the Payoff Lettersextent the terms of which are adequately disclosed on the Company Disclosure Letter, (E) any payments expressly required to be made to the Company’s financial advisors in connection with the consummation of the Transactions, to the extent the Contracts for which have been adequately disclosed in the Company Disclosure Letter and (F) all other amounts expressly required to be paid at the Closing; by Parent under this Agreement (iii) pay all fees and expenses required to be paid at or in connection with the Closing by the Buyer Parties in connection with the transactions contemplated hereby required to be paid at the Closing; and (iv) satisfy all other payment obligations of the Buyer Parties contemplated hereunder and under the Financing Commitments required to be made at the Closing (the amount contemplated by (i) through (iv)collectively, the “Required Amount”). No Buyer Party’s obligations (or those of any of its Affiliates) contemplated by this Agreement, including the obligation to consummate the Closing when required pursuant to the terms and conditions of this Agreement (and subject to the limitations set forth in Section 11.8), are in any way contingent upon or otherwise subject to any Buyer Party’s (or any of its Affiliates’) consummation of any financing arrangements, any Buyer Party’s (or any of its Affiliates’) obtaining of any financing or the availability, grant, provision or extension of, or receipt of any funds from, any financing to, or by, any Buyer Party (or any of its Affiliates).

Sufficiency of Financing. Assuming the accuracy The net proceeds of the representations and warranties of the Company set forth in Article V and the performance in all material respects by the Company with its obligations hereunder, the aggregate amounts of the Equity Financing, when funded or invested, as applicable, in accordance with the Financing Commitments Equity Commitment Letter and assuming satisfaction of the conditions contained in Sections 7.1 and 7.2, will provide Parent on and as of the Closing Date with sufficient available funds, together with cash or cash equivalents held by Parent, to make payment of (after netting out applicable feesi) the aggregate cash consideration to which the holders of Company Common Stock, expensesCompany Equity Awards and Company Warrants may become entitled to pursuant to this Agreement, original issue discount and similar premiums and charges that are any other amount required to be paid at by Parent or prior to Closing pursuant to the terms of the Financing Commitments and after giving effect to any “market flex” provisions set forth in the Debt Financing Commitment), when funded, will be sufficient for the satisfaction of all of the Buyer Parties’ obligations under this Agreement at the Closing and, in the aggregate, shall provide for, at the Closing, funds sufficient in amount for the Buyer Parties to (i) make the payment of all amounts pursuant to Article III Merger Subs in connection with the consummation of the Offer Transactions (including any fees and expenses payable by Parent or a Merger Sub pursuant to this Agreement), and all out-of-pocket legal, investment bank and other third party advisory fees and expenses, and other fees and expenses, of the Merger Company and its Subsidiaries required to be paid at the Closing; (ii) pay all amounts Closing by the Company or its Subsidiaries in connection with the refinancing or repayment of any outstanding Indebtedness Mergers, including (including A) the amount payable premium for the tail insurance policy to be acquired by the Company pursuant to Section 6.9(c) and (B) the Payoff Letters) required to be paid at the Closing; (iii) pay all fees and expenses required owed to be paid at or the Special Committee (as the same were communicated to Parent in connection with the Closing writing by the Buyer Parties in connection with Company prior to the transactions contemplated hereby required to be paid at the Closing; and (ivdate hereof) satisfy all other payment obligations of the Buyer Parties contemplated hereunder and under the Financing Commitments required to be made at the Closing (the amount contemplated by amounts referred to in this clause (i) through (iv), collectively, the “Required AmountAmounts”) and (ii) the Debt Paydown Payment (as defined in the Equity Commitment Letter). No Buyer Party’s obligations (or those of any of its Affiliates) contemplated by this Agreement, including the obligation to consummate the Closing when required pursuant to the terms and conditions of this Agreement (and subject to the limitations set forth in Section 11.8), are in any way contingent upon Guarantor has uncalled capital commitments or otherwise subject to any Buyer Party’s has available funds in excess of the sum of the aggregate amount of the Commitments (as defined in the Equity Commitment Letter) plus the aggregate amount of all other binding commitments and obligations such Guarantor currently has outstanding. For the avoidance of doubt, in no event shall the receipt or any of its Affiliates’) consummation of any financing arrangements, any Buyer Party’s (or any of its Affiliates’) obtaining of any financing or the availability, grant, provision or extension of, or receipt availability of any funds from, any or financing to, by or by, any Buyer Party (to Parent or any Affiliate of its Affiliates)Parent be a condition to any of Parent’s or the Merger Subs’ obligations hereunder.

Sufficiency of Financing. Assuming the accuracy of the representations and warranties of the Company set forth in Article V and the performance in all material respects by the Company with its obligations hereunder, the aggregate amounts of the The Financing, when funded or invested, as applicable, in accordance with the Financing Commitments Letters, will provide Parent and Merger Sub at and as of the Closing Date with sufficient available funds (after netting out applicable fees, expenses, original issue discount and similar premiums and charges that are after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Financing Letters) to consummate the Merger and to make all payments required to be made in connection therewith, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.7, the RSA Consideration, the Option Consideration, the payment of any indebtedness required to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger (including all indebtedness of the Company Group contemplated to be repaid by the Financing Letters or required by its terms to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger), any amounts due in respect of the Convertible Notes, the Company Warrant Documentation, the Company Call Option Documentation and the Company Capped Call Documentation and all premiums and fees required to be paid at or prior to Closing pursuant to the terms of the Financing Commitments and after giving effect to any “market flex” provisions set forth in the Debt Financing Commitment), when funded, will be sufficient for the satisfaction of all of the Buyer Parties’ obligations under this Agreement at the Closing and, in the aggregate, shall provide for, at the Closing, funds sufficient in amount for the Buyer Parties to (i) make the payment of all amounts pursuant to Article III in connection with consummation of the Offer therewith and the Merger required all other amounts to be paid at the Closing; (ii) pay all amounts in connection with the refinancing or repayment of any outstanding Indebtedness (including the amount payable by Parent and Merger Sub pursuant to the Payoff Letters) required to be paid at the Closing; (iii) pay all fees and expenses required to be paid at or this Agreement in connection with the Closing by the Buyer Parties in connection with the transactions contemplated hereby required to be paid at the Closing; and (iv) satisfy all other payment obligations associated costs and expenses of the Buyer Parties contemplated hereunder and under the Financing Commitments required to be made at Merger, in each case regardless of whether payable before or after the Closing (the amount contemplated by (i) through (iv)such amounts, collectively, the “Required AmountAmounts”). No Buyer Party’s obligations (or those of any of its Affiliates) contemplated by this Agreement, including the obligation to consummate the Closing when required pursuant to the terms and conditions of this Agreement (and subject to the limitations set forth in Section 11.8), are in any way contingent upon or otherwise subject to any Buyer Party’s (or any of its Affiliates’) consummation of any financing arrangements, any Buyer Party’s (or any of its Affiliates’) obtaining of any financing or the availability, grant, provision or extension of, or receipt of any funds from, any financing to, or by, any Buyer Party (or any of its Affiliates).

Sufficiency of Financing. Assuming the accuracy of Reinvestment Stockholders perform their obligations under the representations Tender and warranties of the Company set forth in Article V and the performance in all material respects by the Company with its obligations hereunderSupport Agreements, the aggregate amounts net proceeds of the Financing, when funded or invested, as applicable, in accordance with the Financing Commitments (after netting out applicable fees, expenses, original issue discount and similar premiums and charges that are required to be paid at or prior to Closing pursuant to the terms of the Financing Commitments and after giving effect to any “market flex” provisions set forth in the Debt Financing Commitment), when fundedCommitments, will be sufficient for the satisfaction of all of the Buyer Parties’ obligations under this Agreement at the Closing and, in the aggregate, shall provide for, at the Closing, funds sufficient in amount for the Buyer Parties to (i) make the payment of all amounts pursuant to Article III II in connection with consummation of the Offer and the Merger required to be paid at the ClosingTransactions; (ii) pay all amounts in connection with the refinancing or repayment of any outstanding Indebtedness (including the amount payable pursuant to the Payoff Letters) required to be paid at the Closing; (iii) pay all fees and expenses required to be paid at or in connection with the Closing by the Buyer Parties and the Surviving Corporation in connection with the transactions contemplated hereby required to be paid at and the ClosingFinancing; and (iv) satisfy all other payment obligations of the Buyer Parties contemplated hereunder and under the Financing Commitments required to be made at or in connection with the Closing (the amount contemplated by (i) through (iv), the “Required Amount”). No Buyer Party’s obligations obligation (or those of any of its Affiliates) to consummate the Transactions or any of the other transactions contemplated by this Agreement, including the obligation to consummate the Closing when required pursuant to the terms and conditions of this Agreement (and subject to the limitations set forth in Section 11.8), are in any way contingent upon or otherwise subject to any Buyer Party’s (or any of its Affiliates’Affiliate’s) consummation of any financing arrangements, any Buyer Party’s obtaining (or any of its Affiliates’the Buyer Party’s Affiliates obtaining) obtaining of any financing or the availability, grant, provision or extension of, or receipt of any funds from, any financing to, or by, to any Buyer Party (or to any of its the Buyer Party’s Affiliates).

Sufficiency of Financing. Assuming (a) Purchaser has delivered to the accuracy Sellers true, complete and correct copies (including all exhibits, schedules, annexes and amendments thereto, but excluding fee arrangements) of (i) an executed commitment letter, dated as of the representations date hereof, between Purchaser and warranties Bank of America, N.A., and (ii) an executed commitment letter, dated as of the Company date hereof, between Purchaser and Providence Equity Capital Markets (collectively, the “Commitment Letters” and, sometimes referred to herein as the “Financing Letters”), pursuant to which (but subject to the terms and conditions of which) the counterparties thereto (the “Financing Sources”) have committed to lend the amounts set forth therein (the “Financing”), in Article V and each case, for the performance in all material respects by purpose of funding the Company with its obligations hereunder, the aggregate amounts consummation of the Financingtransactions contemplated by this Agreement. (b) The amount of funds to be provided pursuant to the Financing Letters, when if funded or invested, as applicable, in accordance with the Financing Commitments (after netting out applicable fees, expenses, original issue discount and similar premiums and charges that are required to be paid at or prior to Closing pursuant to the terms of the Financing Commitments and after giving effect to any “market flex” provisions set forth in the Debt Financing Commitment), when fundedLetters, will be sufficient for the satisfaction of all of the Buyer Parties’ Purchaser’s obligations under this Agreement at Agreement, including the Closing and, in the aggregate, shall provide for, at the Closing, funds sufficient in amount for the Buyer Parties to payment of (i) make the payment of all amounts pursuant to Article III in connection with consummation of the Offer and the Merger required to be paid at the Closing; aggregate Purchase Price, (ii) pay all amounts in connection with the refinancing or repayment of any outstanding Indebtedness (including the amount payable pursuant to the Payoff Letters) required to be paid at the Closing; (iii) pay and all fees and expenses required to be paid at or the Closing by Purchaser, in connection with the Closing consummation of the transactions contemplated by this Agreement and the Buyer Parties Financing and (iii) any other amounts required to be paid by Purchaser in connection with the consummation of the transactions contemplated hereby required to be paid at by this Agreement (collectively, the Closing; and (iv) satisfy all other payment obligations of the Buyer Parties contemplated hereunder and under the Financing Commitments required to be made at the Closing (the amount contemplated by amounts described in clauses (i) through (iviii), the “Required AmountFinancing Uses”). No Buyer Party’s obligations There are no conditions precedent related to the funding of the full amount of the Financing, other than as expressly set forth in or contemplated by the Financing Letters or this Agreement. The Financing Letters are in full force and effect. As of the Execution Date, Purchaser has not amended, modified, supplemented or waived any of the conditions or contingencies to funding contained in the Financing Letters or any other provision of, or remedies under, the Financing Letters. Each of the Financing Letters, in the form so delivered, assuming the due authorization, execution and delivery by the other parties thereto, is a legal, valid and binding obligation of Purchaser and, to the Knowledge of Purchaser, the other parties thereto. As of the Execution Date, no Financing Source has notified Purchaser of its intention to terminate any of the Financing Letters or not to provide the Financing. As of the Execution Date, no event has occurred which, with or without notice, lapse of time or both (i) would constitute a default or those breach on the part of Purchaser or, to the Knowledge of Purchaser, any of the other parties thereto, under the Financing Letters, (ii) would result in a failure of any condition to the obligations of its Affiliatesthe parties to the Financing Letters, or (iii) contemplated by this Agreementto the Knowledge of Purchaser, including would otherwise result in any portion of the obligation Financing to consummate be unavailable; provided, however, that Purchaser is not making any representation or warranty regarding the Closing when required Business, the effect of any inaccuracy of the representations and warranties in Article V or the failure of the Sellers to comply with their obligations hereunder regarding the Financing Letters. Neither Purchaser nor any Affiliate thereof is a party to any side letters or other contract or agreement related to, or that could affect the availability of, the Financing other than the Financing Letters and the fee letters and customary engagement letters with respect thereto. Purchaser has fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms and conditions of this Agreement (and subject to the limitations set forth in Section 11.8), are in any way contingent upon or otherwise subject to any Buyer Party’s (or any of its Affiliates’) consummation of any financing arrangements, any Buyer Party’s (or any of its Affiliates’) obtaining of any financing or the availability, grant, provision or extension of, or receipt of any funds from, any financing to, or by, any Buyer Party (or any of its Affiliates)Financing Letters.

Sufficiency of Financing. Assuming the accuracy of the representations and warranties of the Company set forth in Article V and the performance in all material respects by the Company with its obligations hereunder, the aggregate amounts The net proceeds of the Financing, when funded or invested, as applicable, in accordance with the Financing Commitments (after netting out applicable fees, expenses, original issue discount and similar premiums and charges that are required to be paid at or prior to Closing pursuant to the terms assuming satisfaction of the Financing Commitments conditions in Section 7.1 and after giving effect to any “market flex” provisions set forth in the Debt Financing Commitment), when fundedSection 7.2, will be sufficient for the satisfaction of all of the Buyer Parties’ obligations under this Agreement at the Closing and, and in the aggregate, shall provide for, at the Closing, funds sufficient in amount for the Buyer Parties to (i) make the payment of all amounts pursuant to Article III II in connection with consummation of the Offer and the Merger required to be paid at the ClosingTransactions; (ii) pay all amounts in connection with the refinancing or repayment of any outstanding Indebtedness (including the amount payable pursuant to the Payoff Letters) required to be paid at the ClosingRepaid Indebtedness; (iii) pay all fees and expenses required to be paid at or in connection with the Closing by the Buyer Parties in connection with the transactions contemplated hereby required to be paid at and the ClosingFinancing; and (iv) satisfy all other payment obligations of the Buyer Parties contemplated hereunder and under the Financing Commitments required to be made at or in connection with the Closing Closing, including with respect to the treatment of the Company Options, Company RSUs and Company Warrants (the amount contemplated by clauses (i) through (iv), collectively, the “Required Amount”). No Buyer Party’s obligations obligation (or those of any of its Affiliates) to consummate the Transactions or any of the other transactions contemplated by this Agreement, including the obligation to consummate the Closing when required pursuant to the terms and conditions of this Agreement (and subject to the limitations set forth in Section 11.8), are in any way contingent upon or otherwise subject to any Buyer Party’s (or any of its Affiliates’Affiliate’s) consummation of any financing arrangements, any Buyer Party’s obtaining (or any of its Affiliates’the Buyer Party’s Affiliates obtaining) obtaining of any financing or the availability, grant, provision or extension of, or receipt of any funds from, any financing to, or by, to any Buyer Party (or to any of its the Buyer Party’s Affiliates).

Sufficiency of Financing. Assuming (w) the transactions in the Rollover Agreement are consummated in accordance with the terms thereof, (x) the Financing is funded in accordance with the Financing Letters, (y) the accuracy of the representations and warranties of the Company set forth in Article V III hereof and (z) the performance satisfaction (or waiver) of all of the Company’s and Parent’s conditions to Closing set forth in all material respects by Article VI, in each case based upon facts and events that Parent has knowledge of as of the Company with its obligations hereunderdate hereof, the aggregate amounts committed pursuant to the Financing Letters will provide Parent with sufficient immediately available cash funds to (i) satisfy all payment obligations of Parent and Merger Sub contemplated by this Agreement in connection with the Merger (including the payment of all amounts payable at the Closing pursuant to Article I in connection with or as a result of the FinancingMerger, when funded including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 1.7, the RSU Consideration, the PSU Consideration and the Option Consideration); (ii) repay, prepay or invested, as applicable, in accordance with the Financing Commitments discharge (after netting out applicable fees, expenses, original issue discount giving effect to the Merger) the principal of and similar premiums accrued and charges that are unpaid interest on all indebtedness outstanding required to be paid at or prior to Closing repaid pursuant to the terms of the Financing Commitments and after giving effect to any “market flex” provisions set forth in the Debt Financing Commitment), when funded, will be sufficient for the satisfaction of all of the Buyer Parties’ obligations under this Agreement at the Closing and, in the aggregate, shall provide for, at the Closing, funds sufficient in amount for the Buyer Parties to (i) make the payment of all amounts pursuant to Article III in connection with consummation of the Offer and the Merger required to be paid at the Closing; (ii) pay all amounts in connection with the refinancing or repayment of any outstanding Indebtedness (including the amount payable pursuant to the Payoff Letters) required to be paid at the ClosingAgreement; (iii) pay all fees and expenses required to be paid at the Closing by the Company, Parent, Merger Sub or any of their respective Affiliates in connection with the Closing by Merger and under the Buyer Parties in connection with the transactions contemplated hereby required to be paid at the ClosingFinancing Letters; and (iv) satisfy all other payment obligations the condition set forth in Paragraph 11 of Exhibit C to the Buyer Parties contemplated hereunder and under the Financing Commitments required to be made at the Closing Debt Commitment Letter (the amount contemplated by (i) through (iv)such amounts, collectively, the “Required AmountAmounts”). No Buyer Party’s obligations (or those of any of its Affiliates) contemplated by this Agreement, including the obligation to consummate the Closing when required pursuant to the terms and conditions of this Agreement (and subject to the limitations set forth in Section 11.8), are in any way contingent upon or otherwise subject to any Buyer Party’s (or any of its Affiliates’) consummation of any financing arrangements, any Buyer Party’s (or any of its Affiliates’) obtaining of any financing or the availability, grant, provision or extension of, or receipt of any funds from, any financing to, or by, any Buyer Party (or any of its Affiliates).

Sufficiency of Financing. Assuming the accuracy of the representations and warranties of the Company set forth in Article V and the performance in all material respects by the Company with its obligations hereunder, the aggregate amounts of the The Financing, when funded or invested, as applicable, in accordance with the Financing Commitments Letters and assuming satisfaction of the conditions contained in Sections 7.1 and 7.2, will provide Parent and Merger Sub at and as of the Closing Date with sufficient available funds (after netting out applicable fees, expensesthe roll-over of then existing debt under the ▇▇▇▇▇ Fargo Credit Agreement, original issue discount and similar premiums and charges that provided under the Financing Letters and the Redacted Fee Letter), together with cash or cash equivalents held by Parent, Merger Sub and, to the extent available for application accordingly and without violating any agreement or arrangement to which it or any of them are a party or resulting in it failing to meet any requirements of or conditions applicable to it or its Subsidiaries under the terms of any of the Financing Letters (including the Debt Financing), the Company and its Subsidiaries, to consummate the Merger and to make all payments (i) required to be paid at made by Parent or prior Merger Sub in connection therewith on, or accrued as of, the Closing Date, including payment of the aggregate consideration to Closing which the holders of Company Common Stock become entitled pursuant to Section 2.7, the terms of RSU Consideration, the Financing Commitments and after giving effect to any “market flex” provisions set forth in PSU Consideration, the Debt Financing Commitment)Restricted Stock Consideration, when fundedthe Option Consideration, will be sufficient for the satisfaction of all of the Buyer Parties’ obligations under this Agreement at the Closing and, in the aggregate, shall provide for, at the Closing, funds sufficient in amount for the Buyer Parties to (i) make the payment of all amounts pursuant to Article III in connection with consummation of the Offer and the Merger any Indebtedness required to be paid at the Closing; (ii) pay all amounts repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the refinancing Merger, and all other amounts to be paid by Parent and Merger Sub pursuant to this Agreement or repayment otherwise in connection with the Merger or the financing thereof or the Closing, in each case payable on or accrued as of, the Closing Date (such amounts, collectively, the “Required Amounts”) and (ii) of any outstanding Indebtedness (including certain transaction expenses in connection with the amount Merger, in each case, incurred and payable by or at the direction of Parent or Merger Sub pursuant to the Payoff Letters) required to be paid at the Closing; (iii) pay all fees and expenses required to be paid at Merger Agreement or in connection with the Closing transactions thereby contemplated (and including without limitation costs and expenses incurred by the Buyer Parties Company in connection with the transactions contemplated hereby required to be paid at the Closing; and (iv) satisfy all other payment obligations procurement of the Buyer Parties contemplated hereunder Debt Financing and under the Financing Commitments required to be made at consummation of the Closing Sale/Leaseback Transaction (the amount contemplated by (i) through (iv), the “Required Amount”). No Buyer Party’s obligations (or those of any of its Affiliates) contemplated by this Agreement, including the obligation to consummate the Closing when required pursuant to the terms and conditions of this Agreement (and subject to the limitations set forth in Section 11.8Real Estate Note Termination), are in any way contingent upon or otherwise subject to any Buyer Party’s (or any of its Affiliates’) consummation of any financing arrangements, any Buyer Party’s (or any of its Affiliates’) obtaining of any financing or the availability, grant, provision or extension of, or receipt of any funds from, any financing to, or by, any Buyer Party (or any of its Affiliates).

Sufficiency of Financing. Assuming the accuracy (a) Buyer has delivered to Sellers a true and complete copy of the representations executed commitment letter dated January 2, 2015 (the “Debt Commitment Letter”) from PNC Bank, National Association (the “Lender”) to Buyer, committing the Lender to provide to Buyer, subject to the terms and warranties conditions therein, debt financing in an aggregate amount of $55,000,000 (the “Debt Financing”), and any fee letters (the “Fee Letters”) entered into in connection therewith (provided that the Fee Letters may be redacted with respect to fees set forth therein). (b) Buyer has delivered to Sellers a true and complete copy of the Company set forth in Article V executed commitment letter dated January 2, 2015 (the “Equity Commitment Letter”, and together with the performance in all material respects by the Company with its obligations hereunderDebt Commitment Letters, the “Commitment Letters”) from the Buyer Sponsor (together with the Lender, the “Financing Sources”) to Buyer committing the Buyer Sponsor to provide to Buyer equity financing in an aggregate amounts amount of $40,000,000 (the “Equity Financing”, and together with the Debt Financing, the “Financing”), which together with the Debt Financing, Seller Notes and cash and cash equivalents available to Buyer is, in the aggregate, the full amount of the Purchase Price and is sufficient to pay all related fees and expenses due and payable at Closing. (c) As of the Original Agreement Date, each Commitment Letter in the form delivered to Sellers is in full force and effect. As of the Original Agreement Date, no Financing Source has notified Buyer in writing, or to Buyer’s Knowledge, orally, of its intention to terminate any of the Financing Commitments or not to provide the Financing, when funded and to Buyer’s Knowledge, no circumstances exist that give any Financing Source the right to terminate their commitment under the Commitment Letters. Buyer has paid or invested, as applicable, in accordance with the Financing Commitments (after netting out applicable fees, expenses, original issue discount caused to be fully paid any and similar premiums and charges that are all commitment fees or other fees required to be paid at or prior to Closing pursuant to the terms of the Financing Commitments Commitment Letters that are due and after giving effect to any “market flex” provisions set forth in payable on or before the Debt Financing Commitment), when funded, will be sufficient for the satisfaction date of all of the Buyer Parties’ obligations under this Agreement at the Closing and, in the aggregate, shall provide for, at the Closing, funds sufficient in amount for the Buyer Parties to (i) make the payment of all amounts pursuant to Article III in connection with consummation of the Offer and the Merger required to be paid at the Closing; (ii) pay all amounts in connection with the refinancing or repayment of any outstanding Indebtedness (including the amount payable pursuant to the Payoff Letters) required to be paid at the Closing; (iii) pay all fees and expenses required to be paid at or in connection with the Closing by the Buyer Parties in connection with the transactions contemplated hereby required to be paid at the Closing; and (iv) satisfy all other payment obligations of the Buyer Parties contemplated hereunder and under the Financing Commitments required to be made at the Closing (the amount contemplated by (i) through (iv), the “Required Amount”). No Buyer Party’s obligations (or those of any of its Affiliates) contemplated by this Agreement, including the obligation to consummate the Closing when required pursuant to the terms and conditions of this Agreement (and subject to the limitations set forth in Section 11.8), are in any way contingent upon or otherwise subject to any Buyer Party’s (or any of its Affiliates’) consummation of any financing arrangements, any Buyer Party’s (or any of its Affiliates’) obtaining of any financing or the availability, grant, provision or extension of, or receipt of any funds from, any financing to, or by, any Buyer Party (or any of its Affiliates).