Common use of Debt Commitment Letters Clause in Contracts

Debt Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub will use and will cause their respective officers, employees, advisors and other Representatives to use their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters in accordance with the terms (including any “flex” provisions) and subject to the conditions thereof; (ii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letters on the terms and conditions (including any “flex” provisions) contemplated by the Debt Commitment Letters or the Fee Letters; (iii) accept (and comply with) to the fullest extent all “flex” provisions contemplated by the Debt Commitment Letters or the Fee Letters and the Debt Financing to the extent that such “flex” provisions are exercised in accordance with the terms thereof; (iv) satisfy on a timely basis all conditions to funding that are applicable to and within the control of Parent and Merger Sub in the Debt Commitment Letters and such definitive agreements related thereto; (v) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at the Closing, including causing the Financing Sources to fund the Debt Financing at the Closing so long as all of the conditions set forth in Section 7.1 and Section 7.2 (other than those to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) have been satisfied or waived; and (vi) enforce its rights pursuant to the Debt Commitment Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letters as and when they become due in accordance with the terms of the Debt Commitment Letters.

Debt Commitment Letters. Subject The Debt Commitment Letters, in the form so delivered to Seller, are in full force and effect and are the legal, valid and binding obligations of Purchaser and, to the knowledge of Purchaser, the respective Financing Sources, fully and specifically enforceable against Purchaser and, to the knowledge of Purchaser, the other parties thereto in accordance with their terms and conditions of this Agreement(except as such enforceability may be limited by bankruptcy, each of Parent and Merger Sub will use and will cause their respective officersinsolvency, employeesfraudulent conveyance, advisors reorganization, moratorium, and other Representatives similar laws of general application relating to use their reasonable best efforts or affecting creditors’ rights generally and subject to general equitable principles (i) maintain whether considered in effect a proceeding at equity or law)), and, as of the date hereof, Purchaser knows of no fact or circumstance that would cause the Debt Financing to be unavailable on a timely basis in order to consummate the Membership Interest Purchase and the other transactions contemplated hereby if the conditions set forth in Section 7 hereof are satisfied. There are no other agreements, side letters or arrangements to which Purchaser is a party relating to the Debt Commitment Letters that could in accordance with any manner affect the terms (including any “flex” provisions) and subject to availability of the conditions thereof; (ii) negotiate, execute and deliver definitive agreements with respect to full amount of the Debt Financing contemplated by the Debt Commitment Letters on if the terms and conditions (including any “flex” provisions) contemplated by the Debt Commitment Letters or the Fee Letters; (iii) accept (and comply with) to the fullest extent all “flex” provisions contemplated by the Debt Commitment Letters or the Fee Letters and the Debt Financing to the extent that such “flex” provisions are exercised in accordance with the terms thereof; (iv) satisfy on a timely basis all conditions to funding that are applicable to and within the control of Parent and Merger Sub be satisfied by it contained in the Debt Commitment Letters and such definitive agreements related thereto; (v) upon satisfaction are satisfied. As of the conditions date of this Agreement, (i) none of the Debt Commitment Letters has been amended or modified and no such amendment or modification is contemplated except in connection with any amendments or modifications to effectuate any “market flex” terms contained in the Debt Commitment Letters provided as of the date hereof and (ii) the respective commitments set forth in the Debt Commitment Letters, consummate the Debt Financing at the Closing, including causing the Financing Sources to fund the Debt Financing at the Closing so long as all of the conditions set forth Letters have not been withdrawn or rescinded in Section 7.1 any respect (and Section 7.2 (other than those to be satisfied at the Closing, but subject to the satisfaction no such withdrawal or waiver of those conditions at the Closing) have been satisfied or waived; and (vi) enforce its rights pursuant to the Debt Commitment Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letters as and when they become due in accordance with the terms of the Debt Commitment Lettersrescission is contemplated).

Debt Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub will use its respective reasonable best efforts to take (or cause to be taken) all actions and will to do (or cause their respective officersto be done) all things necessary, employeesproper and advisable to arrange and obtain the Debt Financing on the terms and conditions (including, advisors and other Representatives to use their the extent required, the full exercise of any “flex” provisions) described in the Debt Commitment Letters or the Fee Letters, including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letters in accordance with the terms (including any “flex” provisions) and subject to the conditions thereof; (ii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letters on the terms and conditions (including any the “flex” provisions) contemplated by the Debt Commitment Letters or the Fee Letters; (iii) accept (and comply with) to the fullest extent all “flex” provisions contemplated by the Debt Commitment Letters or the Fee Letters and the Debt Financing to the extent that such “flex” provisions are exercised in accordance with the terms thereofthereof or other terms reasonably satisfactory to Parent and Merger Sub; (iv) satisfy on a timely basis all conditions to funding that are applicable to to, and within in the control of of, Parent and Merger Sub in the Debt Commitment Letters and such definitive agreements related thereto; (v) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing, including causing the Financing Sources to fund the Debt Financing at the Closing so long as all of the conditions set forth in Section 7.1 and Section 7.2 Closing; (other than those to be satisfied at the Closing, but subject vi) comply with its obligations pursuant to the satisfaction or waiver of those conditions at Debt Commitment Letters and the Closing) have been satisfied or waivedFee Letters; and (vivii) enforce its rights pursuant to the Debt Commitment Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letters as and when they become due in accordance with the terms of the Debt Commitment Lettersdue.

Debt Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub will use reasonable best efforts to take (or cause to be taken) all actions and will to do (or cause their respective officersto be done) all things necessary, employeesproper and advisable to arrange and obtain the Debt Financing on the terms and conditions (including, advisors and other Representatives to use their the extent required, the full exercise of any “flex” provisions) described in the Debt Commitment Letters or the Fee Letters no later than the Closing, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letters in accordance with the terms (including any “flex” provisions) and subject to the conditions thereof; (ii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letters on the terms and conditions (including any the “flex” provisions) contemplated by the Debt Commitment Letters or the Fee Letters; (iii) accept (and comply with) to the fullest extent all “flex” provisions contemplated by the Debt Commitment Letters or the Fee Letters and the Debt Financing to the extent that such “flex” provisions are exercised in accordance with the terms thereof; (iv) satisfy on a timely basis all conditions to funding that are applicable to and within the control of Parent and Merger Sub in the Debt Commitment Letters and such definitive agreements related thereto; (v) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at no later than the Closing, including causing the Financing Sources to fund the Debt Financing at the Closing so long as all of the conditions set forth in Section 7.1 and Section 7.2 Closing; (other than those to be satisfied at the Closing, but subject vi) comply with its obligations pursuant to the satisfaction or waiver of those conditions at Debt Commitment Letters and the Closing) have been satisfied or waivedFee Letters; and (vivii) enforce its rights pursuant to the Debt Commitment Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letters as and when they become due in accordance with the terms of the Debt Commitment Lettersdue.