Debt Financing Commitment Clause Samples
A Debt Financing Commitment clause outlines the obligation of a party, typically the buyer in a transaction, to secure and maintain financing necessary to complete the deal. This clause details the requirements for obtaining debt financing, such as providing evidence of lender commitments, adhering to specified timelines, and keeping the other party informed of progress or issues. Its core function is to ensure that the buyer has the financial resources available to fulfill their payment obligations, thereby reducing the risk of transaction failure due to lack of funds.
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Debt Financing Commitment. (a) Parent and Merger Subsidiary shall use their respective reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Financing Commitment (or terms not materially less favorable, in the aggregate, to Parent and Merger Subsidiary taken as a whole (including with respect to the conditionality thereof)) (provided, that, Parent and Merger Subsidiary may replace or amend the Debt Financing Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date hereof, or otherwise so long as the terms would not adversely impact the ability of Parent and Merger Subsidiary to timely consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby), including by using reasonable best efforts to (i) maintain in effect the Debt Financing Commitment and negotiate a definitive agreement (collectively, the “Debt Financing Agreement”) with respect to the Debt Financing Commitment on the terms and conditions set forth in the Debt Financing Commitment (or on terms not materially less favorable, in the aggregate, to Parent and Merger Subsidiary, taken as a whole, (including with respect to the conditionality thereof (as determined in the good faith judgment of Parent)) than the terms and conditions in the Debt Financing Commitment), (ii) ensure the accuracy of all representations and warranties of Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement, (iii) comply with all covenants and agreements of Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement, (iv) satisfy on a timely basis all conditions applicable to Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement that are within their control and (v) upon satisfaction of such conditions and the other conditions set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions), to consummate the Debt Financing at or prior to the Closing (and in any event prior to the Outside Date). In the event that all conditions in the Debt Financing Commitment (other than the availability of funding of any of the financing contemplated under the Equity Financing Commitments) have b...
Debt Financing Commitment. The Company has received from the Financing Banks a signed commitment letter (the “Debt Commitment Letter”), a true and correct copy of which is set forth in Schedule 4.20.
Debt Financing Commitment. In addition to the short-term financing contemplated under Section 1.1 above, Mangold shall use his best efforts to provide or otherwise source ▇▇ ▇▇▇ Company up to $30,000,000 in financing, if and when requested in writing by the Company, during the period beginning on the Effective Date and ending 12 months later on the first anniversary of the Effective Date (the "Term"). Notwithstanding the foregoing, Mangold shall have no liability to the Company in the event he is ▇▇▇▇▇▇ to provide financing to the Company, if and when so requested; provided that, until Mangold has fulfilled his commitment to the Company under this Sect▇▇▇ ▇.▇, neither Mangold, nor any entity that is owned in whole or part or controlle▇ ▇▇ ▇▇ole or part by Mangold shall provide any debt, equity or other financing to any oth▇▇ ▇▇▇▇y (a) whose primary business is to acquire and/or rehabilitate distressed residential real estate or loans secured by residential real estate (collectively "Distressed Properties"), or (b) for the purpose of acquiring, managing or reselling Distressed Properties.
Debt Financing Commitment. One or more lenders, or a syndicate of lenders (the "Lenders") shall have issued a firm commitment, (the "Debt-Financing Commitment"), on or before January 15, 1996, in form and substance reasonably satisfactory to Purchaser, for all necessary debt financing, including senior and subordinated components thereof, in the amount of One Hundred Forty Million U.S. Dollars (U.S. $140,000,000.00), without recourse, however, to Purchaser or to any other Company Stockholder.
Debt Financing Commitment. If prior to the Closing, Parent delivers to the Guaranteed Party a certain funds debt financing commitment from a financial institution reasonably satisfactory to the Guaranteed Party, on terms and conditions reasonably satisfactory to the Guaranteed Party (the “Debt Financing Commitment”), then the amount of the Guaranteed Obligations that Guarantor shall be responsible for under this Guarantee shall be reduced by the unconditional amount of net proceeds to be received in respect of such Debt Financing Commitment at Closing. The Guaranteed Party hereby acknowledges and agrees that Bank of China Limited is reasonably satisfactory to the Guaranteed Party for purposes of the Debt Financing Commitment.
Debt Financing Commitment. The conditions set forth in the Debt Financing Commitment under the heading “Conditions” and in Annex II thereof shall have been satisfied or waived.
Debt Financing Commitment. “Debt Financing Commitment” shall have the meaning specified in Section 3.6.
Debt Financing Commitment. The Debt Financing Commitment issued by the Lenders, referred to at Section 3.1, shall continue to be in full force and effect and shall not have been withdrawn, modified, or amended in any material respect.