Common use of Debt Financing Commitments Clause in Contracts

Debt Financing Commitments. (a) The Buyer and the Transitory Subsidiary shall use their respective reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter (or terms not materially less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary taken as a whole (including with respect to the conditionality thereof)) (provided, that, Buyer and the Transitory 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 Letters as of the date hereof, or otherwise so long as the terms would not adversely impact the ability of the Buyer and Transitory 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 Commitment Letter and negotiate a definitive agreement (collectively, the “Debt Financing Agreements”) with respect to the Debt Commitment Letter on the terms and conditions set forth in the Debt Commitment Letter (or on terms not materially less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary, taken as a whole, (including with respect to the conditionality thereof) than the terms and conditions in the Debt Commitment Letter), (ii) ensure the accuracy of all representations and warranties of the Buyer or the Transitory Subsidiary set forth in the Debt Commitment Letter or Debt Financing Agreement, (iii) comply with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in the Debt Commitment Letter or Debt Financing Agreement, (iv) satisfy on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the Debt Commitment Letter or Debt Financing Agreement that are within their control and (v) upon satisfaction of such conditions and the other conditions set forth in Section 7.1 and Section 7.2 (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 Commitment Letter (other than the availability of funding of any of the financing contemplated under the Equity Commitment Letter) have been satisfied or, upon funding will be satisfied, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to cause the lender party to the Debt Commitment Letter to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. The Buyer will furnish to the Company correct and complete copies of any Debt Financing Agreement or any Alternative Debt Commitment Letter and, in each case, ancillary documents thereto (redacted to the extent necessary to comply with confidentiality agreements, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing).

Debt Financing Commitments. (a) The Buyer and the Transitory Subsidiary acknowledge that they shall be fully responsible for obtaining the Debt Financing and each shall use their respective its reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter Letters and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under the Debt Commitment Letters, if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or terms not materially less favorableoriginal issue discount of the Debt Financing) unless the Equity Financing is increased by a corresponding amount or (ii) impose new or additional conditions, in the aggregateor otherwise amend, modify or expand any conditions, to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) prevent, materially delay or impair the Closing, (B) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, or (C) adversely impact the ability of the Buyer and or the Transitory Subsidiary taken as a whole (including with respect to enforce its rights against the other parties to the conditionality thereof)) (providedDebt Commitment Letters, thatthe ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby; for the avoidance of doubt, the Buyer and the Transitory Subsidiary may replace or amend the Debt Financing Commitment Letters or Debt Financing Documents to add commercial banks, investment banks or other institutional investors as lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed with commitments thereunder and increase the Debt Financing Commitment Letters as amount of such commitments in an amount equivalent to the date hereofpurchase price in connection with any acquisition permitted hereby and undertaken in compliance herewith; provided, or otherwise so long as further, that the terms would not adversely impact the ability of the Buyer and Transitory Subsidiary Company’s consent 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 Commitment Letter and negotiate a definitive agreement (collectively, the “Debt Financing Agreements”) with respect any amendment to the Debt Commitment Letter on Letters that reduces the terms and conditions set forth aggregate amount of Debt Financing available under such Debt Commitment Letters shall not be unreasonably withheld if, concurrently therewith, the Company shall enter into additional commitment letters providing for debt financing in the Debt Commitment Letter (or on terms not materially less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary, taken as a whole, (including with respect to the conditionality thereof) than the terms and conditions in the Debt Commitment Letter), (ii) ensure the accuracy of all representations and warranties of the Buyer or the Transitory Subsidiary set forth in the Debt Commitment Letter or Debt Financing Agreement, (iii) comply with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in the Debt Commitment Letter or Debt Financing Agreement, (iv) satisfy on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the Debt Commitment Letter or Debt Financing Agreement that are within their control and (v) upon satisfaction amount of such conditions and the other conditions set forth in Section 7.1 and Section 7.2 (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 Commitment Letter (other than the availability of funding of any of the financing contemplated under the Equity Commitment Letter) have been satisfied or, upon funding will be satisfied, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to cause the lender party to the Debt Commitment Letter to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. The Buyer will furnish to the Company correct and complete copies of any Debt Financing Agreement or any Alternative Debt Commitment Letter and, in each case, ancillary documents thereto (redacted to the extent necessary to comply with confidentiality agreements, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing)proposed reduction.

Debt Financing Commitments. (a) The Buyer and the Transitory Subsidiary acknowledge that they shall be fully responsible for obtaining the Debt Financing and each shall use their respective its reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter Letters and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under the Debt Commitment Letters, if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) unless the Equity Financing is increased by a corresponding amount, or (ii) impose new or additional conditions precedent, or otherwise amend, modify or expand any conditions precedent, to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) prevent, delay or impair the Closing, (B) make the funding of the Debt Financing (or terms not materially satisfaction of the conditions to obtaining the Debt Financing) less favorablelikely to occur, in or (C) adversely impact the aggregateability of the Buyer or the Transitory Subsidiary to enforce its rights against the other parties to the Debt Commitment Letters, the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Notwithstanding the foregoing, the Buyer and the Transitory Subsidiary taken as a whole may (including with respect to the conditionality thereof)but shall not be obligated to) (provided, that, Buyer and the Transitory Subsidiary may a) replace or amend the Debt Financing Commitment Letters or Debt Financing Documents to add commercial banks, investment banks or other institutional investors as lenders, lead arrangers, bookrunners, syndication agents or Table of Contents similar entities which had with commitments thereunder that have not executed the Debt Financing Commitment Letters as of the date hereof, if the addition of such additional parties, individually or otherwise so long as in the aggregate, would not prevent, delay or impair the availability of the Debt Financing or the consummation of the transactions contemplated by this Agreement and (b) enter into additional financing commitment letters with respect to the financing of the transactions contemplated by this Agreement, including commitments to enter into sale-leaseback financings with respect to Real Property (“Sale Leaseback Transactions”), provided that such commitment letters either (i) do not reduce the aggregate amount of the Debt Financing committed pursuant to the terms of the Debt Commitment Letters, or (ii) if such commitments are reduced, such letters do not contain any new or additional conditions precedent other than those set forth in the Debt Commitment Letters or that would not adversely impact affect the ability of the Buyer and or the Transitory Subsidiary to timely consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby). Without limiting the foregoing, including by using each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to (i1) maintain in effect the each Debt Commitment Letter and negotiate a definitive agreement (collectively, the “Debt Financing Agreements”) with respect to the Debt Commitment Letter on the Documents that contain terms and conditions set forth in the such Debt Commitment Letter (or on terms not materially less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary, taken as a whole, (including with respect to the conditionality thereof) than the terms and conditions in the such Debt Commitment Letter), (ii2) ensure the accuracy of all representations and warranties of the Buyer or the Transitory Subsidiary set forth in the a Debt Commitment Letter or Debt Financing AgreementLetter, (iii3) comply with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in the a Debt Commitment Letter or Debt Financing AgreementLetter, (iv4) satisfy on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the a Debt Commitment Letter or Debt Financing Agreement (including by consummating the financing contemplated by the Equity Commitment Letter) that are within their control and (v5) upon satisfaction of such conditions and the other conditions set forth in Section 7.1 and Section 7.2 (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 on or prior to the Outside Date). In the event that all conditions precedent in the a Debt Commitment Letter (other than the availability of funding of any of the financing contemplated under the Equity Commitment LetterLetters) have been satisfied or, upon funding will be satisfied, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to cause the lender lenders party to the Debt Commitment Letter Letters to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the such Debt Commitment LetterLetter (including through litigation pursued in good faith). The To the extent not done on or prior to the date hereof, the Buyer will furnish to the Company correct and complete copies of any Debt Financing Agreement or any Alternative Debt Commitment Letter and, in each case, ancillary documents thereto (redacted or Debt Financing Document to the extent necessary to comply with confidentiality agreements, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing)Company promptly upon their execution.

Debt Financing Commitments. (a) The Buyer Subject to the terms and the Transitory Subsidiary conditions of this Agreement, Purchaser acknowledges that it shall use their respective its commercially reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter Letters (or terms not materially less favorableterms, in the aggregate, to the Buyer and the Transitory Subsidiary taken as a whole (including with respect to the conditionality thereof)) (provided, that, Buyer and not materially less favorable in the Transitory Subsidiary may replace or amend the Debt Financing Commitment Letters aggregate to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment Letters as of the date hereof, or otherwise so long as the terms would not adversely impact the ability of the Buyer and Transitory Subsidiary to timely consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated herebyPurchaser), including by using commercially reasonable best efforts to (i) maintain in effect the each Debt Commitment Letter and negotiate negotiating a definitive agreement (collectively, the “Debt Financing Agreements”) with respect to the each Debt Commitment Letter on the terms and conditions set forth in the such Debt Commitment Letter (or on terms not materially less favorableterms, in the aggregate, to the Buyer and the Transitory Subsidiary, taken as a whole, (including with respect to the conditionality thereof) , not materially less favorable in the aggregate to Purchaser than the terms and conditions in the such Debt Commitment Letter), (ii) ensure the accuracy of all representations and warranties of the Buyer or the Transitory Subsidiary set forth in the Debt Commitment Letter or Debt Financing Agreement, (iii) comply with all covenants and agreements of the Buyer or the Transitory Subsidiary Purchaser set forth in the each Debt Commitment Letter or Debt Financing Agreement, (iv) satisfy on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the Debt Commitment Letter or and Debt Financing Agreement that are within their control and (viii) upon satisfaction of such conditions and the other conditions set forth in Section 7.1 and Section 7.2 (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)Closing. In the event that all conditions in the a Debt Commitment Letter (other than the availability of funding of any of the financing contemplated under the Equity Commitment Letter) have been satisfied orFinancing), or upon funding will be satisfied, each of the Buyer and the Transitory Subsidiary Purchaser shall use its commercially reasonable best efforts to cause the lender party to the such Debt Commitment Letter to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the such Debt Commitment Letter. The Buyer Purchaser will furnish to the Company correct and complete copies of any Debt Financing Agreement or to Casella promptly upon the execution thereof; provided, however, that Purchaser shall not have any Alternative Debt Commitment Letter and, in each case, ancillary documents thereto obligation under this Section 6.21 after the End Date (redacted it being understood that on such date Purchaser may terminate any actions it has taken pursuant to the extent necessary to comply with confidentiality agreements, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financingthis Section 6.21).

Debt Financing Commitments. (a) The Buyer and the Transitory Subsidiary shall use their respective its reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter Letters (or terms not materially less favorableterms, in the aggregate, to the Buyer and the Transitory Subsidiary taken as a whole (including with respect to the conditionality thereof)) (provided, that, not materially less favorable in the aggregate to Buyer and the Transitory 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 Letters as of the date hereof, or otherwise so long as than the terms would not adversely impact the ability of the Buyer and Transitory Subsidiary to timely consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated herebyconditions in such Debt Commitment Letters), including by (i) using its reasonable best efforts to (i) maintain in effect the each Debt Commitment Letter and negotiate a definitive agreement agreements (collectively, the “Debt Financing Agreements”) with respect to the each Debt Commitment Letter on the terms and conditions set forth in the such Debt Commitment Letter (or on terms not materially less favorableterms, in the aggregate, to the Buyer and the Transitory Subsidiary, taken as a whole, (including with respect to the conditionality thereof) , not materially less favorable in the aggregate to Buyer than the terms and conditions in the such Debt Commitment Letter), (ii) ensure assuming the accuracy of all of the representations and warranties of PKI hereunder, ensuring the accuracy of all representations and warranties of the Buyer or the Transitory Subsidiary set forth in the each Debt Commitment Letter or and Debt Financing Agreement, (iii) comply (subject to compliance by PKI and the other Sellers with their covenants and agreements hereunder (including Sections 4.5(a) and (b) and Section 4.7(d))) complying with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in the each Debt Commitment Letter or and Debt Financing Agreement, (iv) satisfy satisfying on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the each Debt Commitment Letter or and Debt Financing Agreement that are within their its control and (v) upon satisfaction of such conditions and the other conditions set forth in Section 7.1 and Section 7.2 (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 consummating 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 Commitment Letter Letters (other than the availability of funding of any of the financing contemplated Equity Financing) and the other conditions to Buyer’s obligations under the Equity Commitment Letter) this Agreement have been satisfied orsatisfied, or upon funding will be satisfied, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to cause the lender party to the each Debt Commitment Letter to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the such Debt Commitment Letter. The Buyer will furnish to the Company correct and complete copies of any Debt Financing Agreement or any Alternative Debt Commitment Letter and, in each case, ancillary documents thereto (redacted to the extent necessary to comply with confidentiality agreements, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing)PKI promptly upon its execution.