Common use of Debt Commitment Letter Clause in Contracts

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Letter has not been amended or modified and the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect.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. As of Parent has delivered to the date hereof, Acquiror has provided the NESCO Owner with Company a true, correct and complete copy of the Debt Commitment Letter. The Debt Commitment Letter has been duly authorized and an executed by Acquiror (andcommitment letter, to the knowledge of Acquiror, the other parties thereto). As dated 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 executed fee letter related thereto, dated as of the date hereof, (except that economic terms and “flex” provisions may be redacted so long as no redaction covers terms that would (i) reduce the amount of the hereinafter defined Debt Financing below the amount necessary for Parent to complete the Merger, (ii) adversely affect the amount (including the net cash proceeds to Parent), conditionality, availability, timing or termination of the Debt Financing, as hereinafter defined, (iii) reasonably be expected to prevent, impair or delay the consummation of the Debt Financing or (iv) impose new or additional, or adversely modify any existing conditions precedent), together with any related exhibits, schedules, annexes, supplements, term sheets and other agreements (collectively and as amended from time to time, the “Debt Commitment Letter” and together with the Equity Commitment Letter, the “Financing Commitment Letters”), pursuant to which the agents, arrangers, managers, lenders and other entities party thereto (excluding Parent, Merger Sub or the Guarantors), including the parties to any joinder agreements joining such parties to the Debt Commitment Letter or parties (aexcluding Parent, Merger Sub or Guarantor) is, to the knowledge of Acquirordefinitive agreements executed in connection with the Debt Financing (together with their respective Affiliates and their respective Affiliates’ officers, in full force managers, directors, employees, controlling Persons, agents and effect Representatives and (b) constitutes their respective successors and assigns, collectively, but not including Parent, Merger Sub, or the legal, valid and binding obligation of Acquiror, and to the knowledge of AcquirorGuarantors, the other parties thereto“Debt Financing Sources” and, in each casetogether with the Equity Financing Sources, enforceable by Acquiror against each such counterparty in accordance with its terms; providedthe “Financing Sources”) have committed to provide, 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 terms and 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, debt financing for the Debt Commitment Letter contains all of Merger and the conditions precedent to other transactions contemplated herein in 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 aggregate amount of the Debt Financing other than as expressly set forth in therein (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” and, together with the Equity Financing, the “Financing”).

Debt Commitment Letter. As (a) Concurrently with the execution of this Agreement, the date hereof, Acquiror Buyer has provided delivered to the NESCO Owner with Seller a true, correct and complete copy of the duly executed Debt Commitment Letter. The Debt Commitment Letter has been duly authorized is not subject to any conditions or other similar contingencies other than as expressly set forth therein that would permit the Debt Financing Parties to reduce the aggregate principal amount of the Debt Financing below an amount necessary to consummate the transactions contemplated hereby, including any condition relating to the amount or availability of the Debt Financing pursuant to any “flex” provision, and executed by Acquiror (not redacted in the version provided to the Seller, is in full force and effect, and, to the knowledge of Acquiror, the other parties thereto). As Knowledge of the date hereofBuyer, 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 represents a legal, valid and binding obligation of Acquirorthe Debt Financing Sources, and Enforceable, to the knowledge Knowledge of Acquirorthe Buyer, against the other parties thereto, in each case, enforceable by Acquiror against each such counterparty Debt Financing Sources 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 or would reasonably be expected to constitute a default or breach under the Debt Commitment Letter. (b) The Debt Commitment Letter on has not been amended, supplemented or modified, and no provision thereof has been waived, to the part Knowledge of Acquiror the Buyer, no such amendment, restatement, supplement, modification or its Subsidiaries orwaiver is contemplated or pending (other than to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Commitment Letter as of the date of this Agreement), and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect, and, to the knowledge of Acquirorthe Buyer, any no such withdrawal, termination or rescission is contemplated. There are no side letters or other parties theretocontracts or arrangements related to the Debt Financing other than as expressly set forth in the Debt Commitment Letter delivered to the Seller. As Assuming the conditions set forth in ‎Article VI are satisfied at the Closing, the aggregate proceeds contemplated to be provided under the Debt Commitment Letter will be sufficient when funded for Buyer to pay and satisfy in full (i) its obligations pursuant to Section 2.04 and (ii) all fees and expenses and other obligations of the Buyer and its Affiliates in connection with this Agreement and the Debt Commitment Letter. (c) All commitments and other fees required to be paid under the Debt Commitment Letter prior to the date hereof and subject to the satisfaction of have been paid in full. Assuming the conditions set forth in Article XVI are satisfied at the Closing, Acquiror does not have any the Buyer has no reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the full amount of the Debt Financing will not be available to Acquiror the Buyer 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. As of (a) Parent and Purchaser shall each use its, and shall cause its Subsidiaries to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the date hereof, Acquiror has provided Debt Financing as promptly as practicable and no later than the NESCO Owner with a true, correct Closing Date on the terms and complete copy of subject only on the conditions expressly set forth in the Debt Commitment Letter. The Debt Commitment Letter has been duly authorized , including using reasonable best efforts to (i) comply with the terms and executed by Acquiror (and, to the knowledge conditions 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, maintain 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 in the part of Acquiror or its Subsidiaries or, form provided to the knowledge Sellers and the Company concurrently with the execution of Acquirorthis Agreement (except for amendments, any restatements, replacements, supplements, terminations and other parties thereto. As of modifications and waivers not prohibited by the date hereof terms thereof or this Section 6.15), (ii) promptly negotiate, execute and subject deliver Definitive Debt Financing Agreements, and (iii) satisfy on a timely basis (except to the satisfaction of extent that Purchaser has obtained the waiver thereof) all 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 Sources 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 fund the full amount of the Debt Financing at the Closing that are to be satisfied by Purchaser in order to consummate the Debt Financing on or prior to the Closing Date. (b) Purchaser shall not permit, consent to, enter into or otherwise agree to (i) any amendment, restatement, replacement, supplement, termination or other than as expressly modification or waiver under, the Debt Commitment Letter or the Debt Fee Letters without the prior written consent of the Sellers’ Representative, if such amendment, restatement, supplement, termination, modification or waiver would (A) impose or permit the imposition of any new, modified or additional condition precedent to, or permit the modification of any existing condition precedent to, the funding of the Debt Financing or impair, delay, or prevent the availability of all or any portion of the Debt Financing, (B) delay the consummation of the transactions contemplated by this Agreement at the Closing, (C) adversely impact the ability of Parent or Purchaser to enforce its rights under the Debt Commitment Letter or to consummate the transactions contemplated by this Agreement or (D) reduce the aggregate cash amount of the Debt Financing (including by increasing the amount of the fees to be paid or original issue discount to be offered in connection with the consummation of the Debt Financing (except in accordance with the “market flex” provisions set forth in the Debt Commitment Letter as of the date hereof)) to an amount below an amount that would permit the Purchaser to pay the Required Amount as of the Closing; provided that, subject to the limitations set forth in this Section 6.15, Purchaser may amend the Debt Commitment Letter to add lenders or other financial institutions that had not executed the Debt Commitment Letter as of the date of this Agreement. Parent and/or Purchaser shall promptly (and in any event, within five (5) Business Days following the execution thereof) furnish to the Company and Sellers’ Representative correct and executed copies of any amendment, restatement, replacement, supplement, modification, waiver or consent of or relating to the Debt Commitment Letters and the Debt Fee Letters and any customary engagement letter and non-disclosure agreements that do not impact other fee letters entered into in connection with the conditionality or amount Debt Financing (which may be Customarily Redacted as if such letters were Debt Fee Letters). Upon the reasonable request of the Company, Parent shall keep the Sellers’ Representative and the Company informed, on a reasonably current basis in reasonable detail, of the status of its efforts to arrange and consummate the Debt Financing and of all material developments in respect thereof. For purposes of this Agreement (other than with respect to representations in this Agreement made by Purchaser that speak as of the date of this Agreement), references to (i) the “Financing” or “Debt Financing” will include the financing contemplated by the Debt Commitment Letter as permitted by this Section 6.15 to be amended, restated, replaced, supplemented or otherwise modified or waived (including any Alternative Financing) and (ii) “Debt Commitment Letter” and the “Debt Fee Letters” shall include each such document, as applicable, as amended, restated, replaced, supplemented or otherwise modified or waived (including any Alternative Financing Commitment Letter) to the extent such amendment, restatement, replacement, supplement, other modification or waiver was expressly permitted under this Section 6.15, in each case from and after the date such expressly permitted amendment, restatement, replacement, supplement or other modification or waiver.

Debt Commitment Letter. As of Buyer has delivered to the date hereof, Acquiror has provided the NESCO Owner with Seller a true, correct true and complete copy of the executed commitment letter from Deutsche Bank Trust Company Americas and Deutsche Bank Securities Inc. (the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, certain lenders and their affiliates have committed to provide and arrange the financings described therein, the proceeds of which may be used to consummate the purchase of the Shares and the other transactions contemplated by this Agreement (the “Debt Financing”). The As of the date of this Agreement, (i) the Debt Commitment Letter has been duly authorized Letter, in the form so delivered, is (A) a valid and executed by Acquiror (binding obligation of the Buyer and, to the knowledge of Acquirorthe Buyer, the other parties thereto). As of the date hereof, the Debt Commitment Letter has not been amended or modified thereto 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 (aB) is, to the knowledge of Acquiror, valid and in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect and (bii) constitutes the legal, valid and binding obligation Buyer is not in breach 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 any of the date hereof, terms or conditions set forth therein and no event has occurred which, with or without notice, lapse of time or both, would could reasonably be expected to constitute a default breach or breach under failure to satisfy a condition precedent set forth in the Debt Commitment Letter on the part of Acquiror or its Subsidiaries or, to the knowledge of Acquiror, any other parties theretoLetter. As of the date hereof and of this Agreement, subject to the accuracy of the representations and warranties set forth in Section 3.1 hereof, and the satisfaction of the conditions set forth in Article XSection 5.1(a)(i) and (ii) hereof, Acquiror does not have any Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term of the conditions condition of closing to be satisfied by it set forth in the Debt Financing will not be satisfied Commitment Letter prior to or that the Debt Financing will not be available to Acquiror on the Closing Date. Subject to payment Assuming the funding of fees set forth therein, the Debt Financing in accordance with the Debt Commitment Letter contains Letter, the proceeds from such Debt Financing constitute all of the financing required for the consummation of the transactions contemplated by this Agreement and, together with the funds in the Trust Fund (of not less than $220 million and not more than $245 million), are sufficient for the satisfaction of all of Buyer’s obligations under this Agreement, including the payment of the Purchase Price (and any fees and expenses of or payable by Buyer). All of the conditions precedent to the obligations of the parties thereunder lenders under the Debt Commitment Letter to make the Debt Financing available to Acquiror on Buyer are set forth in the Debt Commitment Letter. Notwithstanding anything in this Agreement to the contrary, the Debt Commitment Letter may be amended, modified or supplemented after the date hereof but prior to the Closing; provided that the terms therein. As of thereof shall not (i) reduce 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 aggregate amount of the Debt Financing, (ii) expand upon the conditions precedent to the Debt Financing other than as expressly set forth in the Debt Commitment Letter and delivered to the Seller at or prior to the date hereof in any customary engagement letter and non-disclosure agreements respect that do not impact would reasonably be expected to make such conditions less likely to be satisfied, or (iii) reasonably be expected to delay the conditionality or amount of the Debt FinancingClosing.