Alternative Debt Financing Sample Clauses
Alternative Debt Financing. If all or any portion of the Debt Financing becomes unavailable for any reason, Parent shall (i) notify the Company in writing of such event and the reasons giving rise to such event, as promptly as practicable following the occurrence of such event, (ii) use its reasonable best efforts to arrange to obtain, as promptly as possible following the occurrence of such event, the Debt Financing or such portion of the Debt Financing from the same or alternative Financing Sources satisfactory to the Buyer Parties, which may include one or more of a loan financing, an offering and sale of notes, or any other financing or offer and sale of other debt securities, or any combination thereof, in an amount sufficient, when added to any portion of the Financing that is and will be available, to pay in cash the Required Amount (“Alternative Debt Financing”), and (iii) if applicable, obtain a new financing commitment letter (together with its related term sheets, the “Alternative Debt Financing Commitment”) or a new definitive agreement with respect thereto that provides for financing (A) on terms not materially less favorable to Parent than the Debt Financing Commitment as of the date of this Agreement (taking into account any “market flex” provisions thereof); (B) containing conditions to draw that are not more onerous to Parent than those conditions contained in the Debt Financing Commitment as of the date of this Agreement; (C) which does not contain any Prohibited Modification; and (D) in an amount that is sufficient, when added to any portion of the Financing that is and will be available, to pay in cash the Required Amount. In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Debt Financing (and consequently the term “Financing” shall include the Equity Financing, any available portion of the then-existing Debt Financing and the Alternative Debt Financing), and the term “Debt Financing Commitment” as used in this Agreement shall be deemed to include any Alternative Debt Financing Commitment.
Alternative Debt Financing. If Buyer and Seller cannot come to a mutual agreement regarding the form of the Note or if Buyer is unable to obtain any third party consents required by the Buyer Parties in connection with the entering into of the Note or the incurrence of any indebtedness hereunder, Buyer shall be permitted at its discretion to obtain alternative financing of the Note Amount, in which case: (i) at Closing Buyer shall deliver to Seller a cash payment (the “Alternative Cash Payment”) in the amount of the Note Amount; and (ii) effective as of the receipt by Seller of the Alternative Cash Payment, Buyer shall have no further obligations to deliver the Note under Section 2.2(a) and Section 8.3(b) ..
Alternative Debt Financing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment Letter, Parent shall, as promptly as practicable, notify the Company of such event and the reasons therefor and use its reasonable best efforts to obtain alternative financing (“Alternative Debt Financing”) on terms and conditions not materially less favorable, in the aggregate, to Parent (as determined by Parent in good faith) than those set forth in the Debt Commitment Letter and in an amount, when added to the portion of the Financing being replaced that is still available, such that the aggregate funds available to Parent at Closing will be sufficient to consummate the Transactions. In the event that Parent obtains Alternative Debt Financing pursuant to this Section 6.5(e), references to the “Debt Financing,” the “Financing,” the “Debt Commitment Letter” and the “Commitment Letters” (and other like terms in this Agreement) shall be deemed to be modified to refer to such Alternative Debt Financing.
Alternative Debt Financing. “Alternative Debt Financing” is defined in Section 6.3(c) of this Agreement.