Debt Commitment Letter. As of the date hereof, Acquiror has provided the NESCO Owner with a true, correct and complete copy of the Debt Commitment Letter. The Debt Commitment Letter has been duly authorized and executed by Acquiror (and, to the knowledge of Acquiror, the other parties thereto). As of the date hereof, the Debt Commitment Letter has not been amended or modified and the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letter (a) is, to the knowledge of Acquiror, in full force and effect and (b) constitutes the legal, valid and binding obligation of Acquiror, and to the knowledge of Acquiror, the other parties thereto, in each case, enforceable by Acquiror against each such counterparty in accordance with its terms; provided, that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Commitment Letter on the part of Acquiror or its Subsidiaries or, to the knowledge of Acquiror, any other parties thereto. As of the date hereof and subject to the satisfaction of the conditions set forth in Article X, Acquiror does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Acquiror on the Closing Date. Subject to payment of fees set forth therein, the Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to Acquiror on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Acquiror or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter and any customary engagement letter and non-disclosure agreements that do not impact the conditionality or amount of the Debt Financing.
Debt Commitment Letter. If, at any time after the date of this Agreement, the PropCo Buyer does not have unrestricted cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreements or other lines of credit sufficient to pay (a) the Transfer Sub Membership Interest Purchase Price and all other necessary fees, expenses and other amounts payable by the PropCo Buyer in connection with the consummation of the Transactions and (b) the amount required to pay the purchase price and any related fees and expenses in connection with any executed acquisition transactions pending as of the date of this Agreement (collectively, the “PropCo Buyer Required Amount”), Seller may request in writing that PropCo Buyer obtain an executed commitment letter from one or more financing sources pursuant to which they have committed, subject solely to the terms and conditions therein (which terms and conditions shall be reasonably acceptable to the Seller), to provide, or cause to be provided, the PropCo Buyer with debt financing in an amount sufficient, when taken together with unrestricted cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreement or other lines of credit, to fund the PropCo Buyer Required Amount (a “Debt Commitment Letter”); provided that the PropCo Buyer shall not be obligated to obtain a Debt Commitment Letter in an amount greater than the Transfer Sub Membership Interest Purchase Price if the sole use of proceeds for such Debt Commitment Letter is the payment of the Transfer Sub Membership Interest Purchase Price. Upon receiving such written request, PropCo Buyer shall obtain a Debt Commitment Letter within twenty-eight (28) days of PropCo Buyer’s receipt of such written request. The PropCo Buyer shall promptly after receipt of the Debt Commitment Letter provide to the Seller true, correct and complete copies of the Debt Commitment Letter. Unless otherwise agreed by the Seller expressly in writing, any Debt Commitment Letter shall remain in place on the committed terms until the Closing Date. For the avoidance of doubt, the obligations of the Seller to cooperate in connection with any Financing as set forth in Section 6.18 shall apply to any Debt Commitment Letter requested by Seller pursuant to this Section 6.28. Notwithstanding the foregoing, in the event that PropCo Buyer receives any written request from Seller pursuant to this Section 6.28 and P...
Debt Commitment Letter. Parent has delivered to the Company a true, correct and complete copy of (i) a fully executed debt commitment letter of even date herewith from the Financing Commitment Sources (together with all exhibits, annexes, schedules and term sheets attached thereto and with the Redacted Fee Letter, in each case as amended, modified, supplemented, replaced or extended from time to time after the Agreement Date, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing Letters”) and (ii) the Redacted Fee Letter, pursuant to which such financial institutions have agreed to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”).
Debt Commitment Letter. To the extent Purchaser agrees to any amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter or the fee letter related thereto or enters into other agreements or arrangements in respect of any Financing (including alternative financing), Purchaser shall promptly deliver to Seller copies thereof (which may, in the case of fee letters, be redacted to remove fees, the rates and amounts in the “market flex”, if any, and other terms that would not adversely affect the amount, conditionality, availability or termination of the Financing contemplated thereby). Purchaser shall give Seller prompt (and in any event within five (5) business days) written notice of any circumstance of which Purchaser becomes aware that could reasonably be expected to materially and adversely affect the timely availability of, or the amount of, the Financing. Purchaser shall keep Seller informed, at Seller’s reasonable request from time to time, of the status of its efforts to arrange and consummate the Financing.
Debt Commitment Letter. “Debt Commitment Letter” is defined in Section 4.9 of the Agreement.
Debt Commitment Letter. Parent has delivered to the Company a true, correct and complete copy of the executed Debt Commitment Letter and Redacted Fee Letter, dated as of the Agreement Date, pursuant to which the Financing Sources have committed, subject to the terms and conditions thereof, to lend to the Company the amounts set forth therein (such financing, the “Debt Financing”, and, together with the Equity Financing, collectively, the “Financing”) solely for the purpose of funding a portion of the Closing Payments.
Debt Commitment Letter. At the Closing, the Purchaser shall cause the Investor to enter into and deliver the Debt Commitment Letter. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to execute and deliver such documents and take such other actions (other than the satisfaction or removal of Encumbrances) as may be required to satisfy the conditions to the initial advance under the Debt Commitment Letter on or before the effective date of the Plan. On the effective date of the Plan, the Purchaser shall cause the Investor to make the initial advance under the Debt Commitment Letter subject to the terms and conditions set forth therein (unless the Debt Commitment Letter has otherwise terminated in accordance with its terms).
Debt Commitment Letter. Section 7.15 Debt Financing – Section 8.13(a)
Debt Commitment Letter. CEH LLC shall (a) use reasonable best efforts to perform and comply with its obligations and actions required of it to satisfy the obligations and conditions under the Debt Commitment Letter until the consummation of the Pinnacle Merger; (b) use reasonable best efforts to perform and comply with its obligations and actions required of it to satisfy the obligations and conditions under the Pinnacle Senior Credit Facility from and after the consummation of the Pinnacle Merger until and as of the Closing; (c) deliver to the Company and the Designated Representative, a copy of the Pinnacle Senior Credit Facility upon consummation of the Pinnacle Merger; and (d) use its reasonable best efforts to effectuate the High Yield Offering prior to, at or as of the Closing.
Debt Commitment Letter. “Debt Commitment Letter” shall have the meaning set forth in Section 4.6(a).
