Equity Financing Commitments. (a) Parent and Merger Subsidiary acknowledge that they have committed to provide, subject to the Equity Financing Commitments, the Equity Financing, including, as applicable, (i) using reasonable best efforts to maintain in effect the Equity Financing Commitments, (ii) using reasonable best efforts to ensure the accuracy of all representations and warranties of Parent or Merger Subsidiary set forth in the Equity Financing Commitments, (iii) using reasonable best efforts to comply with all covenants and agreements of Parent or Merger Subsidiary set forth in the Equity Financing Commitments, (iv) using reasonable best efforts to satisfy on a timely basis all conditions applicable to Parent or Merger Subsidiary set forth in the Equity Financing Commitments that are within their control, and (v) upon satisfaction of such conditions and 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), consummating the financing contemplated by the Equity Financing Commitments at or prior to the Closing (and in any event prior to the Outside Date). Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 7.05 or elsewhere in this Agreement shall require Parent or Merger Subsidiary to (i) bring any enforcement action against the counterparty to the Equity Financing Commitments, (ii) seek the Equity Financing from any source other than the counterparty to the Equity Financing Commitments, or in any amount in excess of that contemplated by, the Equity Financing Commitments or (iii) except as otherwise set forth in this Agreement, pay any fees in excess of those contemplated by the Equity Financing Commitments (whether to secure waiver of any conditions contained therein or otherwise).
Equity Financing Commitments. (a) Parent acknowledges that it and Merger Sub shall be fully responsible for obtaining the Equity Financing and shall take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter, (ii) using reasonable best efforts to ensure the accuracy of all representations and warranties of Parent or Merger Sub, if any, set forth in the Equity Commitment Letter, (iii) complying with all covenants and agreements of Parent or Merger Sub set forth in the Equity Commitment Letter, (iv) satisfying on a timely basis all conditions applicable to Parent or Merger Sub set forth in the Equity Commitment Letter, and (v) consummating the Equity Financing contemplated by the Equity Commitment Letter (subject to the conditions set forth therein) at or prior to the Closing; provided, however, that nothing contained in this Section 6.12(a) shall require Parent, Merger Sub or their respective Affiliates to threaten or file any lawsuit against Sponsor.
Equity Financing Commitments. 4.4 ERISA.................................................................... 3.10(a) Exchange Act............................................................. 3.6 Expenses................................................................. 7.5(a) GAAP..................................................................... 3.8(b) Governmental Entity...................................................... 3.6 group.................................................................... 8.1(e) Hazardous Substance...................................................... 3.13
Equity Financing Commitments. (a) The Buyer and the Transitory Subsidiary acknowledge that they have committed to provide, subject to the Equity Commitment Letter, the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter, (ii) ensuring the accuracy of all representations and warranties of the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter, (iii) complying with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter, (iv) satisfying on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter that are within their control, (v) upon satisfaction of such conditions and 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 -24- those conditions), consummating the financing contemplated by the Equity Commitment Letter at or prior to the Closing (and in any event prior to the Outside Date) and (vi) fully enforcing the obligations of the Investor and its investment affiliates (and the rights of the Buyer and the Transitory Subsidiary) under the Equity Commitment Letter.
Equity Financing Commitments. (a) Parent
Equity Financing Commitments. (a) Parent shall use reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain the Equity Financing, including using reasonable best efforts to (i) maintain in effect the Equity Commitment Letters, (ii) ensure the accuracy of all representations and warranties of Parent or Merger Sub, if any, set forth in the Equity Commitment Letters, (iii) comply with all covenants and agreements of Parent or Merger Sub set forth in the Equity Commitment Letters, (iv) satisfy on a timely basis all conditions applicable to Parent or Merger Sub set forth in the Equity Commitment Letters, and
Equity Financing Commitments. (a) Buyer shall take (or cause to be taken) all actions, and do (or cause to be done) all things necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter, (ii) ensuring the accuracy of all representations and warranties of Buyer set forth in the Equity Commitment Letter, (iii) complying with all covenants and agreements of Buyer set forth in the Equity Commitment Letter, (iv) satisfying on a timely basis all conditions applicable to Buyer set forth in the Equity Commitment Letter that are within its control, (v) consummating the Equity Financing at or prior to the Closing (and in any event prior to the Outside Date, as hereinafter defined) and (vi) fully enforcing the obligations of Veritas (and the rights of Buyer) under the Equity Commitment Letter, including (at the request of PKI) by filing one or more lawsuits against Veritas to fully enforce Veritas’ obligations (and the rights of Buyer) thereunder or assigning the rights of Buyer to bring such lawsuits to PKI so as to enable PKI to file such lawsuits against Veritas on behalf of Buyer.
Equity Financing Commitments. “Equity Financing Commitments” shall have the meaning specified in Section 3.6.
Equity Financing Commitments. (a) Subject to the terms and conditions of this Agreement (including Section 6.20(d), Parent acknowledges that it shall use commercially reasonable efforts to consummate the Equity Financing and Parent shall use its commercially reasonable efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things necessary, proper or advisable to consummate and obtain the Equity Financing, including (i) maintain in effect the Equity Commitment Letters, (ii) ensure the accuracy of all representations and warranties of Purchaser set forth in the Equity Commitment Letters, (iii) comply with all covenants and agreements of Purchaser set forth in the Equity Commitment Letters, (iv) consummate the Equity Financing at or prior to the Closing and (v) enforce the obligations of the Sponsors and their respective investment affiliates (and the rights of Purchaser) under the equity Commitment Letters (which may include, at the request of Casella, filing one or more lawsuits against the Sponsors); provided, however, that neither Purchaser nor Parent shall have any obligation under this Section 6.20(a) after the End Date (it being understood that on such date Purchaser may terminate any litigation it has commenced or any other actions it has taken pursuant to this Section 6.20(a).
Equity Financing Commitments. (a) Parent and Merger Sub acknowledge that they shall be fully responsible for obtaining the Equity Financing and each shall take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letters, (ii) using reasonable best efforts to ensure the accuracy of all representations and warranties of Parent or Merger Sub, if any, set forth in the Equity Commitment Letters, (iii) complying with all covenants and agreements of Parent or Merger Sub set forth in the Equity Commitment Letters, (iv) satisfying on a timely basis all conditions applicable to Parent or Merger Sub set forth in the Equity Commitment Letters that are within their control (other than the consummation of the Debt Financing, it being understood that the obligations of Parent and Merger Sub with respect to the consummation of the Debt Financing are set forth in Section 5.06), (v) consummating the Equity Financing contemplated by the Equity Commitment Letters (subject to the conditions set forth therein) at or prior to the Closing and (vi) fully enforcing the obligations of the Investors and their respective investment affiliates (and the rights of Parent and Merger Sub) under the Equity Commitment Letters, including (at the request of the Company) by filing one or more lawsuits against the Investors to fully enforce the Investors’ obligations (and the rights of Parent and the Merger Sub) thereunder.
