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.
(b) Following the reasonable request therefor, Parent shall keep the Partnership reasonably informed on a timely basis of the status of Parent’s and its Subsidiaries’ efforts to obtain the Committed Financing, including providing copies of any amendment, modification or replacement of the Debt Commitment Letter (provided, that any fee letter may be redacted to remove the fee amounts, the rates and amounts included in the “market flex” and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Committed Financing) and shall give the Partnership prompt notice of (x) any material breach or default by any party to the Debt Commitment Letter or the definitive documentation related thereto of which Parent has become aware and (y) any condition precedent of the Committed Financing that Parent has any reason to believe will not be satisfied at the Closing Date; provided that neither Parent nor any of its affiliates shall be under any obligation to disclose any information that is subject to attorney-client or similar privilege to the extent such privilege is asserted in good faith or otherwise would violate or contravene any law or any obligation of confidentiality. Parent may amend, modify, replace, terminate, ...
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. 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. SRG will cause ICOR to close on the Committed Financing immediately following the Closing.
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Committed Financing. The Borrower shall have: (i) obtained from lenders or investors acceptable to the Co-Agents and delivered to the Co-Agents copies of bona fide written commitments for equity or unsecured debt financing available or to be funded to the Borrower on the date hereof in an aggregate amount which, when added to the Loan Commitments, equals $235,000,000; (ii) delivered to the Co-Agents a schedule acceptable to the Co-Agents of the Borrower's sources and uses of funds for the twelve calendar months following the date hereof; and (iii) given the Co-Agents reasonably detailed written notice of all other requests, proposals, expressions of interest, offers, commitments and letters of intent for unsecured debt financing given or received by or on behalf of the Borrower that is proposed first to be funded or available to the Borrower on or before the date hereof.
Committed Financing. Within 90 days after the Closing Date, the Borrower shall obtain from lenders or investors acceptable to the Co-Agents equity or unsecured debt financing in an aggregate amount, when added to the unsecured debt financing incurred on the Closing Date and under this Agreement, equal to $275,000,000 and the terms, conditions and pricing of such unsecured debt financing shall be reasonably acceptable to the Co-Agents, shall comply with the requirements of Section 10.12(h) hereof, and shall not otherwise be more favorable to the lender(s) thereof than the terms, conditions and pricing provided for herein.
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 Borrower shall have: (i) obtained from lenders or investors acceptable to the Co-Arrangers, and delivered to the Co- Arrangers complete and accurate copies of, bona fide written commitments for equity or unsecured debt financing available or to be funded to the Borrower substantially contemporaneously herewith in an aggregate amount which, when added to the Revolving Credit Commitments, equals $235,000,000, the terms, conditions and pricing of which unsecured debt financing shall be acceptable to the Co-Arrangers, shall comply with the requirements of Section 10.12(h) hereof, and shall not otherwise be more favorable to the lender(s) than the terms, conditions and pricing provided for herein; (ii) delivered to the Co-Arrangers a schedule acceptable to the Administrative Agent of the Borrower's sources and uses of funds for the twelve calendar months following the date hereof; and (iii) given the Co-Arrangers reasonably detailed written notice of all other requests, proposals, expressions of interest, offers, commitments and letters of intent for unsecured debt financing given or received by or on behalf of the Borrower that is proposed first to be funded or available to the Borrower on or before the date hereof or at any time thereafter prior to the Revolving Credit Termination Date.
