Committed Financing. (a) Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the Committed Financing or any Substitute Financing in an amount equal to the Required Amount, including, using reasonable best efforts to (i) (A) maintain in effect the Debt Commitment Letter and (B) negotiate, enter into and deliver definitive agreements with respect to the Committed Financing reflecting the terms contained in the Debt Commitment Letter (or with other terms agreed by Parent and the Financing Sources, subject to the restrictions on amendments of the Debt Commitment Letter set forth below), so that such any such agreements (other than customary post-closing agreements/deliverables) are in effect no later than the Closing and (ii) satisfy on a timely basis all the conditions to the Committed Financing and the definitive agreements related thereto that are in Parent’s (or its Subsidiaries’) control. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts under the Debt Commitment Letter.
Committed Financing. SRG has an irrevocable, enforceable commitment from several private investors to invest at least $2,500,000 in ICOR immediately following the Closing with SRG and will cause ICOR to close said financing immediately following the Closing.
Committed Financing. SRG will cause ICOR to close on the Committed Financing immediately following the Closing.
Committed Financing. Parent has delivered to the Company true, correct and complete copies of executed commitment letters (including all exhibits, schedules, annexes and amendments thereto), each attached hereto as Exhibit L, from the parties identified thereon (the “Commitment Parties”) (such commitment letters, together with all attachments thereto, the “Commitment Letters”, and the financing committed pursuant to the Commitment Letters, the “Financing”). Parent will have on the Closing Date sufficient cash on hand to consummate the Transactions and perform its obligations hereunder. The obligations to fund the commitments under the Commitment Letters are not subject to any condition, other than the conditions expressly set forth in the Commitment Letters. As of the date of this Agreement, the Commitment Letters are in full force and effect and constitute the valid and binding obligation of Parent and, to the knowledge of Parent, each other Person party thereto. None of the Commitment Letters has been amended or modified (other than amendments or modifications, copies of which have been promptly delivered to the Company, to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities, so long as such amendments or modifications would not reasonably be expected to prevent, materially delay or impair the Closing or impair the availability of the Financing), no such amendment or modification is contemplated or the subject of current discussions, and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded in any respect. Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, Parent affirms, represents and warrants that under the terms of this Agreement its obligations hereunder are not in any way contingent or otherwise subject to (a) the consummation of the Financing or any other financing arrangements or obtaining of any financing by Parent or any other Person, (b) the availability of the Financing any other financing to Parent or any other Person or (c) the funding of the amounts contemplated to be funded pursuant to the Commitment Letters.
Committed Financing. As of the date hereof, Parent has executed commitment letters and other documentation from financial institutions to provide funds, together with available cash, sufficient to pay the Common Stock Cash Consideration and the Preferred Stock Consideration at the Closing, to deliver the Escrow Amount to the Escrow Agent at the Closing and to pay all fees and expenses of (i) Parent and Merger Sub and (ii) the Company for which Parent, by the terms hereof, is required to pay, in each case related to the transactions contemplated by this Agreement; provided, that the committed financing pursuant to the Rights Offering is subject to the Parent Shareholder Approval and the Admission. Parent has provided to the Company copies of all commitment letters and other material documentation (in each case, other than fee information) provided by financial institutions as of the date of this Agreement in regard to the commitments to provide financing for the transactions contemplated by this Agreement.
Committed Financing. Buyer has secured and executed letters of commitment from Goldman Sachs Credit Partners L.P. (the "Committed Financing"), datxx xx xf Xxxxst 16, 2001, copies of which have been delivered to Buyer, for amounts, which together with the Stock Offering, will be sufficient to enable Buyer to consummate the transactions contemplated hereby. The Commitment Letters are in full force and effect on the date hereof, have not been modified by the parties thereto, and reflect the entire agreement of Buyer and Goldman with respect to such financing. Buyer shall act in good faixx xx xomply with its obligations under the terms of the Committed Financing and to finalize the Stock Offering (subject to the fiduciary obligations of its board of directors under Delaware law) on an expeditious basis. If all or any portion of the Committed Financing is terminated by Goldman, unless Buyer has replaced the terminated portion with finaxxxxx xrom its senior secured lender, Buyer shall provide prompt written notice to Seller and shall have 15 Business Days from the date of such notice to seek and secure an alternate funding source as evidenced by a signed commitment letter, with terms evidencing Buyer's ability to obtain the funds necessary to close this transaction. If Buyer is unable to secure alternate funding within the time period provided above, Seller shall have the right to terminate this Agreement pursuant to Section 12.1(f).
Committed Financing. Buyer shall have received funds pursuant to the Stock Offering and Committed Financing or from substitute sources in the same aggregate amount and on terms not substantially less favorable than those set forth in the commitment letters.
Committed Financing. The Lender shall have received and reviewed to its satisfaction information that shows that the amount of committed financing available to the Borrowers shall be sufficient to meet the ongoing financing needs of the Borrowers after giving effect to the transactions contemplated by this Amendment, and that there shall be not less than $2,000,000 of excess availability under the Revolving Loans at the Closing Date, as a counter to the Borrowers' concentrated receivables in IBM and Compaq.
Committed Financing. If XL Group or any of its Subsidiaries enters into any Committed Financing prior to the Closing Date, and the conditions to availability thereunder are no more restrictive than the conditions precedent set forth in Section 5.02, then the Borrower shall (within two Business Days thereof) notify the Administrative Agent in writing of such Committed Financing and the Commitments shall be automatically reduced by the Pounds Sterling Equivalent of the committed principal amount of such Committed Financing on the date that XL Group or its applicable Subsidiary entered into a definitive loan or other applicable agreement for such Committed Financing.
Committed Financing. Purchaser shall notify Sellers of a withdrawal of Committed Financing within two business days of such withdrawal and such notification shall provide, at Purchaser's election, that either (i) Sellers may immediately terminate this Agreement, or (ii) Purchaser shall use its reasonable best efforts to secure Committed Financing within the ten day period following the withdrawal of Committed Financing. If such Committed Financing is not received within such ten day period, then Purchaser shall immediately notify Sellers of their right to terminate this Agreement. Sellers may terminate this Agreement within ten days of either their receipt of the notice referred to in clause (i) above or the notice referred to in the immediately preceding sentence.
