Common use of Debt Commitment Letter Clause in Contracts

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 PropCo Buyer is subsequently able to reasonably demonstrate to Seller that it has sufficient cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreements or other lines of credit in amount equal to or greater than the PropCo Buyer Required Amount, then the Seller’s request shall be automatically be deemed to have been fulfilled and all of PropCo Buyer’s obligations pursuant to this Section 6.28 shall automatically be deemed to be satisfied.

Debt Commitment Letter. IfThe Company has provided to Parent a true and complete copy of a fully executed commitment letter, at any time after including all annexes, exhibits, schedules and other attachments thereto (the “Debt Commitment Letter”), dated as of the date hereof, entered into by and among inVentiv Group Holdings and the lenders party thereto, pursuant to which the lenders party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide inVentiv Group Holdings with debt financing in the amounts set forth therein (the “Committed Debt Financing”). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived by inVentiv Group Holdings prior to the date of this Agreement, and the PropCo Buyer does commitments contained in the Debt Commitment Letter have not have unrestricted cashbeen withdrawn, cash equivalents modified or marketable securities together with available borrowings under its existing revolving credit agreements rescinded in any respect prior to the date of this Agreement. As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of inVentiv Group Holdings and, to the knowledge of the Company, the other parties thereto, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There are no conditions precedent to the funding by the incremental lenders of the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter and the Existing Company Term Loan Agreement, and, as of the date hereof, there are no side letters or other lines contracts or arrangements related to the Committed Debt Financing other than the Debt Commitment Letter, the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of credit sufficient to pay (a) the Transfer Sub Membership Interest Purchase Price and all other necessary fees, expenses and other amounts payable which has been provided by the PropCo Buyer Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, in connection with each case, to the consummation of the Transactions and (b) the amount extent required to pay the purchase price and any related fees and expenses in connection with any executed acquisition transactions pending by Section 6.3, as of the date of this Agreement Agreement, (collectively, A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on 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 part of inVentiv Group Holdings 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 or, to the Seller trueknowledge of the Company, correct and complete copies of any other party to the Debt Commitment Letter. Unless otherwise agreed , and (B) other than as a result of the incurrence of the Best Efforts Debt Financing in lieu of the Committed Debt Financing, the Company does not have any reason to believe that any of the conditions to the Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” under the Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by inVentiv Group Holdings, the Company or their Affiliates will not be satisfied or complied with or that the Committed Debt Financing will not be available at the Closing to the extent necessary to permit inVentiv Group Holdings to effect (either directly or by providing sufficient funds to Parent) the payment in full of the obligations of Parent and its subsidiaries under the Existing Parent Credit Facility (other than unasserted contingent obligations and letters of credit which have been backstopped or cash collateralized in the manner required by the Seller expressly in writing, any Existing Parent Credit Facility) (the “Parent Refinancing”). inVentiv Group Holdings has fully paid all commitment fees or other fees required to be paid by it prior to the date of this Agreement pursuant to the Debt Commitment Letter shall remain in place on or 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 PropCo Buyer is subsequently able to reasonably demonstrate to Seller that it has sufficient cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreements or other lines of credit in amount equal to or greater than the PropCo Buyer Required Amount, then the Seller’s request shall be automatically be deemed to have been fulfilled and all of PropCo Buyer’s obligations pursuant to this Section 6.28 shall automatically be deemed to be satisfiedFee Letter.

Debt Commitment Letter. IfOn or prior to the date of this Agreement, at Xxxxx has delivered to the Company the fully executed Debt Commitment Letter. As of the date of this Agreement, (x) the Debt Commitment Letter is in full force and effect and has not been repudiated, rescinded, withdrawn or terminated or amended, restated, amended and restated, supplemented or modified in any time after respect, (y) no waiver or consent has been granted thereunder, and (z) to the knowledge of Buyer no such repudiation, rescission, withdrawal or termination is contemplated. As of the date of this Agreement, the PropCo commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any way. As of the date of this Agreement, the Debt Commitment Letter has been duly executed by Xxxxx and, to the knowledge of Buyer, the other parties thereto and the Debt Commitment Letter constitutes the legal, valid and binding obligation of Buyer does not have unrestricted cashand, cash equivalents or marketable securities together to the knowledge of Buyer, the other parties thereto and is enforceable in accordance with available borrowings under its existing revolving credit agreements terms against each party thereto, subject to the Enforceability Exceptions. As of the date of this Agreement, Xxxxx has fully paid any and all commitment fees or other lines of credit sufficient fees due on or prior to pay (a) the Transfer Sub Membership Interest Purchase Price and all other necessary fees, expenses and other amounts payable by the PropCo Buyer date hereof in connection with the Debt Commitment Letter. Except for the fee letter relating to the Debt Financing (a true and complete copy of which has been provided to the Company, provided that solely the fee amounts, pricing caps and certain economic terms of any “flex” provisions specified in the fee letter may have been redacted in a customary manner so long as no such redaction covers terms that affect the conditionality, enforceability or availability of the full amount of the Debt Financing on the Closing Date or otherwise limit, prevent, impede or delay the consummation of the Transactions and (b) Debt Financing on the amount required to pay the purchase price and any related fees and expenses in connection with any executed acquisition transactions pending Closing Date), as of the date of this Agreement (collectivelyAgreement, the “PropCo Buyer Required Amount”)there are no other agreements, Seller may request in writing that PropCo Buyer obtain an executed commitment letter from one side letters, or more financing sources pursuant to which they have committed, subject solely arrangements relating to the terms and conditions therein (which terms and conditions shall be reasonably acceptable to Debt Financing that affect the Seller)conditionality, to provide, enforceability or cause to be provided, availability of the PropCo Buyer with debt financing Debt Financing on the Closing Date in an amount sufficient, when taken together combined with unrestricted cash, the aggregate amount of available cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreement or other lines sources of creditliquidity, 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 Uses, other than as expressly set forth 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 As of the Seller expressly date of this Agreement, Buyer has made a LCT Election (as defined in writingthe Buyer Credit Agreement) and has capacity to incur the Debt Financing as Incremental Term Loans (as defined in the Buyer Credit Agreement). As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a failure of any condition to the funding of the Debt Commitment Letter shall remain in place Financing on the committed terms until Closing Date or result in any portion of the Debt Financing being unavailable on the Closing Date. For As of the date of this Agreement, Xxxxx has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to the funding of the Debt Financing on the Closing Date required to be satisfied by it and contained in the Debt Commitment Letter. The proceeds from the Debt Financing (both before and after giving full effect to the exercise of any “flex” provisions) when funded in accordance with, and in the aggregate amount to be provided under, the Debt Commitment Letter and when combined with the aggregate amount of available cash and other sources of liquidity, will be sufficient to, without duplication, (i) make the payments contemplated by clauses (a), (b), (c) and (d) of Section 2.4.1 at the Closing, (ii) pay in cash any and all fees and expenses required to be paid by Xxxxx and its Affiliates in connection with the transactions contemplated by this Agreement and the other Transaction Documents at the Closing, and (iii) consummate the transactions contemplated by this Agreement and perform Buyer’s obligations hereunder at the Closing (the “Required Uses”). Buyer’s obligations under this Agreement, including to consummate the transactions to be consummated pursuant to this Agreement, are not in any way contingent upon or otherwise subject to Buyer’s or any other Person’s (including, for the avoidance of doubt, the obligations Company or any of the Seller its Subsidiaries) ability 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 PropCo Buyer is subsequently able to reasonably demonstrate to Seller that it has sufficient cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreements or other lines of credit in amount equal to or greater than the PropCo Buyer Required Amount, then the Seller’s request shall be automatically be deemed to have been fulfilled and all of PropCo Buyer’s obligations pursuant to this Section 6.28 shall automatically be deemed to be satisfiedobtain financing.

Debt Commitment Letter. If, at any time after A true and complete copy of the fully executed Debt Commitment Letter as in effect on the date hereof has been provided to the Company. Parent has fully paid any and all commitment or other fees required by the Debt Commitment Letter to be paid on or before the date hereof. As of the date hereof, the Debt Commitment Letter is valid and in full force and effect and enforceable against Parent and, to the knowledge of Parent, each other party thereto, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. As of the date hereof, there are no conditions precedent or other contingencies related to the Financing as contemplated by the Debt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter (such conditions, the “Financing Conditions”), and none of the commitments contained in the Debt Commitment Letter have been withdrawn or rescinded in any respect. Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the Financing or transactions contemplated by this Agreement, other than as set forth in the PropCo Buyer does not have unrestricted cashDebt Commitment Letter and the fee letters and engagement letters related thereto. Neither such fee letters nor such engagement letters contain any term or condition that could affect the initial funding of the Financing or the availability of the Financing. The aggregate proceeds of the Financing contemplated by the Debt Commitment Letter, cash equivalents or marketable securities together with the available borrowings under its existing revolving credit agreements or other lines of credit cash on hand at Parent on the Closing Date, will be sufficient for Merger Sub and the Surviving Corporation to make all Closing Date Payments and to pay (a) the Transfer all fees and expenses required to be paid by Parent or Merger 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 contemplated by this Agreement. As of the date hereof, neither Parent nor Merger Sub has any reason to believe that any 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 conditions to the terms and conditions therein (which terms and conditions shall Financing will not be reasonably acceptable to the Seller), to provide, satisfied 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 Financing will not be obligated available to obtain a Debt Commitment Letter in an amount greater than the Transfer Parent and Merger 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 PropCo Buyer is subsequently able to reasonably demonstrate to Seller that it has sufficient cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreements or other lines of credit in amount equal to or greater than the PropCo Buyer Required Amount, then the Seller’s request shall be automatically be deemed to have been fulfilled and all of PropCo Buyer’s obligations pursuant to this Section 6.28 shall automatically be deemed to be satisfied.