Common use of Equity Commitment Letter Clause in Contracts

Equity Commitment Letter. Parent has received and accepted, and has delivered to the Company, a true, correct and complete fully executed copy of the Equity Commitment Letter from the Sponsor to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (being referred to as the “Equity Financing”). As of the date hereof, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter has not been amended, supplemented or otherwise modified in any respect, no amendment, supplement or modification is contemplated and the commitments thereunder have not been withdrawn, terminated or rescinded in any respect. No event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent, or any other parties thereto under any term or condition of the Equity Commitment Letter. Parent has no reason to believe that Sponsor will be unable to satisfy any term or condition set forth in the Equity Commitment Letter at or prior to the Closing, or that any portion of the Equity Financing to be made thereunder will otherwise not be available to consummate the Merger and the other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant to the terms of the Equity Commitment Letter are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. As of the date of this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date hereof. For the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financing.

Equity Commitment Letter. Prior to the execution of this Agreement, Buyer Parent has received and accepted, and has delivered to the Company, Seller Parent a true, correct true and complete fully copy of an executed copy commitment letter from the Persons party thereto as “Sponsors” (the “Funds”), dated as of even date herewith (the “Equity Commitment Letter” ), and pursuant to which the Funds have committed to provide an equity contribution to the Buyer Parent in connection with the Transactions in accordance with the terms of and subject to the conditions of the Equity Commitment Letter from the Sponsor to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein this Agreement (being referred to as the “Equity FinancingCommitment”). As of the date hereof, The aggregate net proceeds contemplated by the Equity Commitment LetterCommitment, when funded in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter has not been amended, supplemented or otherwise modified in any respect, no amendment, supplement or modification is contemplated and the commitments thereunder have not been withdrawn, terminated or rescinded in any respect. No event has occurred that, accordance with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent, or any other parties thereto under any term or condition of the Equity Commitment Letter. Parent has no reason to believe that Sponsor will be unable to satisfy any term or condition set forth in the Equity Commitment Letter at or prior to on the ClosingClosing Date, or that any portion of together with the Equity Financing to Buyer Parent’s existing unrestricted cash and cash equivalents, will be made thereunder will otherwise not be available sufficient for Buyer Parent to consummate the Merger and Transactions, including payment of the other Transactions at Aggregate Purchase Price on the time required pursuant to this AgreementClosing Date. The obligations to make of the Equity Financing available to Parent pursuant to the terms of Funds under the Equity Commitment Letter are not subject to any conditions precedent condition other than those expressly set forth in the Equity Commitment Letter. To the Knowledge of the Buyer Parent, there are no facts or other contingencies related circumstances existing or reasonably anticipated on the date of this Agreement that would reasonably be expected to (i) cause the Equity Commitment Letter to be ineffective or (ii) preclude in any material respect the satisfaction of the funding of the full amount of the Equity Financing, other than as expressly conditions set forth in the Equity Commitment Letter. As of the date of this Agreementhereof, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter is in full force and delivered effect, constitutes legally binding obligations of the parties thereto, enforceable against such parties in accordance with their terms, subject to (A) Laws of general application relating to bankruptcy, reorganization, insolvency and the relief of debtors, and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies, and has not been amended or otherwise modified. Buyer Parent is not and, to the Company prior Knowledge of the Buyer Parent, no other party to the date hereof. For the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financing.Equity

Equity Commitment Letter. Parent has received and accepted, and has delivered to the Company, a true, correct and complete fully executed copy of the Equity Commitment Letter from the Sponsor to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (being referred to as the “Equity Financing”). As of the date hereof, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter has is terminated or the obligors thereunder contest the validity or enforceability thereof. Notwithstanding the foregoing, until the expiry of the applicable Clean-up Period, a breach of any representation or warranty in Article V or any covenant in Article VI or Article VII existing by reason of circumstances existing on the closing date of the relevant acquisition or Investment and relating solely to the business or operations of any member of the relevant target group which is the subject of such acquisition or Investment (or any obligation to procure or ensure in relation thereto) shall not been amended, supplemented constitute a Default or otherwise modified in any respect, no amendment, supplement or modification is contemplated Event of Default during the Clean-up Period if and for so long as the circumstances giving rise to such breach: (i) are capable of being cured during the Clean-Up Period and the commitments thereunder Parent and/or the Borrower are using reasonable efforts to cure such breach (it being understood for the avoidance of doubt that untrue disclosure or financial statements cannot be cured by amending, supplementing or restating such disclosure or financial statements); (ii) have not been withdrawnknowingly caused or approved by the Parent and/or the Borrower; and (iii) have not had, terminated or rescinded in any respect. No event has occurred that, with or without notice, lapse of time or both, and would or would not reasonably be expected to constitute have, a default Material Adverse Effect; provided that (x) the Parent or the Borrower shall give the Administrative Agent notice of such breach on upon obtaining knowledge thereof by Parent or any of its Subsidiaries and the part steps it is taking to cure such steps and (y) if the relevant circumstances are continuing at the end of Parentthe Clean-Up 167 Period, the Default or Event of Default, as applicable, shall be deemed to occur immediately at the end of the Clean-Up Period. Notwithstanding the foregoing, any Default or Event of Default arising from any failure to deliver a notice of Default with respect to any Default or Event of Default or any other parties thereto under information or documentation required to be delivered within a specified time period shall automatically be deemed cured and to be no longer continuing immediately upon either (i) the delivery of such notice, information or documentation, as applicable or (ii) in the case of a notice of Default with respect to any term Default or condition Event of Default, the cessation of the Equity Commitment Letterexistence of the underlying Default or Event of Default, so long as in each case at such time the Facilities have not been accelerated by the Lenders pursuant to Section 8.02; provided that the foregoing shall not be applicable with respect to any notice of Default or Event of Default if the Parent and/or the Borrower knowingly and willfully fails to give timely notice to the Administrative Agent and the Lenders of such Default or Event of Default required to be given under the Loan Documents. Parent has no reason Notwithstanding any other term of any Loan Document, the consummation of each of the proposed transaction components disclosed to believe that Sponsor will be unable the Administrative Agent with respect to satisfy Project Phoenix and Project Xxxx shall not constitute a breach of any term representation and warranty or condition set forth undertaking in the Equity Commitment Letter at Loan Documents or prior to result in the Closing, occurrence of a Default or that any portion an Event of the Equity Financing to be made thereunder will otherwise not be available to consummate the Merger Default and the other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant to are hereby expressly permitted under the terms of the Equity Commitment Letter are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. As of the date of this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date hereof. For the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financingLoan Documents.

Equity Commitment Letter. Parent has received and accepted, and has delivered to the Company, Company a true, complete and correct and complete copy of the fully executed copy Equity Commitment Letter, dated as of the date hereof, by and among the Equity Investors, pursuant to which, upon the terms and subject to the conditions set forth therein, the Equity Investors have agreed to invest in Parent the amount set forth therein. The Equity Commitment Letter is in full force and effect and constitutes the valid, binding and enforceable obligation of the Equity Investors. The Equity Commitment Letter provides that the Company is an express, intended third-party beneficiary of the Equity Commitment Letter from and is entitled to enforce the Sponsor to invest, Equity Commitment Letter in accordance with its terms (subject to the terms and Enforceability Exceptions). No event has occurred that, with or without notice, lapse of time or both, would, or would reasonably be expected to, constitute a default or breach on the part of the Equity Investors pursuant to the Equity Commitment Letter. As of the date hereof, there are no conditions therein, cash in precedent or subsequent related to the aggregate funding of the full amount set forth therein (being referred to as of the “financing other than those contemplated by the Equity Financing”)Commitment Letter. As of the date hereof, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The Equity Commitment Letter has not been amended, waived, supplemented or otherwise modified in any respectmanner, no amendment, supplement or modification is contemplated and the respective commitments thereunder contained therein have not been withdrawnterminated, terminated reduced, withdrawn or rescinded in any respectrespect by Parent or, to the knowledge of Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Parent or, to the knowledge of Parent, any other party thereto. No As of the date hereof, Parent has no reason to believe that, the financing contemplated by the Equity Commitment Letter will not be available to Parent on the Closing Date. Parent is not in default or breach under the terms and conditions of the Equity Commitment Letter and no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent, or any other parties thereto under any term or condition of the Equity Commitment Letter. Parent has no reason to believe that Sponsor will be unable a failure to satisfy any term or a condition set forth in the Equity Commitment Letter at or prior to the Closing, or that any portion of the Equity Financing to be made thereunder will otherwise not be available to consummate the Merger and the other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant to under the terms and conditions of the Equity Commitment Letter by Parent or, to the knowledge of Parent, any other party thereto. There are not subject to any conditions precedent no side letters, understandings or other contingencies related agreements or arrangements relating to the funding of the full amount of financing contemplated by the Equity FinancingCommitment Letter to which Parent or any of its Affiliates is a party, in addition to the Equity Commitment Letter, that could adversely affect such financing in any respect, other than as expressly those set forth in the Equity Commitment Letter. As of the date of this Agreement, there are no agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date hereof. For the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financing.

Equity Commitment Letter. Parent has received and accepted, and (a) Xxxxxxxxx has delivered to the Company, Purchasers a true, correct correct, and complete fully executed copy of the Equity Commitment Letter from the Sponsor to investLetter, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (being referred to as the “Equity Financing”). As which provides that each of the date hereof, the Purchasers is a third-party beneficiary thereof entitled to specific performance in accordance with its terms. The Equity Commitment Letter, in the form so delivered, is in full force and effect and Letter is a legal, valid and binding obligation of Ultimate Parent and the other parties theretoParent, except as such enforceability may be limited by bankruptcyapplicable Bankruptcy Law and principles of equity. As of the First Amendment Effective Date, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally. The the Equity Commitment Letter has not been amended, restated, supplemented or otherwise modified in modified, or compliance with any respectof the terms thereof waived, and no such amendment, supplement restatement, supplement, modification or modification waiver is contemplated and contemplated. As of the commitments thereunder have not been withdrawnFirst Amendment Effective Date, terminated or rescinded in neither Dermavant nor Parent has any respect. No knowledge of any event that has occurred that, which (with or without notice, notice or lapse of time time, or both, would or ) would reasonably be expected to constitute a default or breach or a failure to satisfy a condition on the part of any party under the Equity Commitment Letter. Neither Dermavant nor Parent has any reason to believe that any of Dermavant, Parent, or any other parties thereto under Ultimate Parent will be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter. Parent has no reason to believe that Sponsor will be unable to satisfy any term or condition funding of the equity financings set forth in the Equity Commitment Letter at or prior to (the Closing, or that any portion “Equity Financings”). As of the Equity Financing to be made thereunder will otherwise not be available to consummate the Merger and the other Transactions at the time required pursuant to this Agreement. The obligations to make the Equity Financing available to Parent pursuant to the terms of the Equity Commitment Letter First Amendment Effective Date, there are not subject to any no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, Financings other than as those expressly set forth in the Equity Commitment Letter. As Letter delivered to the Purchasers prior to the execution and delivery of the date of this AgreementFirst Amendment. There are not, and there are no agreementsnot contemplated to be, any side letters or other contracts or arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent is a party related to the Equity Financing Financings that could reasonably be expected to adversely affect the timing, conditionality or availability of the funding of the Equity Financings, other than as expressly contained in the Equity Commitment Letter and delivered to the Company Purchasers prior to the date hereof. For execution and delivery of the avoidance of doubt, it is not a condition to the Closing under this Agreement for Parent to obtain the Equity Financing or any other financingFirst Amendment.