Common use of Equity Financing Commitments Clause in Contracts

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 and Merger Subsidiary Sub acknowledge that they have committed to provide, subject to shall be fully responsible for obtaining the Equity Financing Commitmentsand 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, as applicable, including (i) using reasonable best efforts to maintain maintaining in effect the Equity Financing CommitmentsCommitment Letters, (ii) using reasonable best efforts to ensure the accuracy of all representations and warranties of Parent or Merger Subsidiary Sub, if any, set forth in the Equity Financing CommitmentsCommitment Letters, (iii) using reasonable best efforts to comply complying with all covenants and agreements of Parent or Merger Subsidiary Sub set forth in the Equity Financing CommitmentsCommitment Letters, (iv) using reasonable best efforts to satisfy satisfying on a timely basis all conditions applicable to Parent or Merger Subsidiary Sub set forth in the Equity Financing Commitments Commitment Letters that are within their controlcontrol (other than the consummation of the Debt Financing, it being understood that the obligations of Parent and (v) upon satisfaction Merger Sub with respect to the consummation of such conditions and other conditions the Debt Financing are 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 conditions5.06), (v) consummating the financing Equity Financing contemplated by the Equity Financing Commitments 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 in any event prior the rights of Parent and Merger Sub) under the Equity Commitment Letters (subject to the Outside Dateconditions set forth therein). Notwithstanding anything to , including (at the contrary contained in this Agreement, nothing contained in this Section 7.05 request of the Company) by filing one or elsewhere in this Agreement shall require Parent or Merger Subsidiary to (i) bring any enforcement action more lawsuits against the counterparty Investors to fully enforce the Equity Financing Commitments, Investors’ obligations (iiand the rights of Parent and the Merger Sub) 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)thereunder.

Equity Financing Commitments. (a) Parent The Buyer and Merger the Transitory Subsidiary acknowledge that they have committed to provide, subject to shall be fully responsible for obtaining the Equity Financing Commitmentsand 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, as applicable, including (i) using reasonable best efforts to maintain maintaining in effect the Equity Financing CommitmentsCommitment Letters, (ii) using reasonable best efforts to ensure the accuracy of all representations and warranties of Parent the Buyer or Merger the Transitory Subsidiary set forth in the Equity Financing CommitmentsCommitment Letters, (iii) using reasonable best efforts to comply complying with all covenants and agreements of Parent the Buyer or Merger the Transitory Subsidiary set forth in the Equity Financing CommitmentsCommitment Letters, (iv) using reasonable best efforts to satisfy satisfying on a timely basis all conditions applicable to Parent the Buyer or Merger the Transitory Subsidiary set forth in the Equity Financing Commitments Commitment Letters that are within their controlcontrol (other than the consummation of the Debt Financing, it being understood that the obligations of the Buyer and (v) upon satisfaction the Transitory Subsidiary with respect to the consummation of such conditions and other conditions the Debt Financing are 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 conditions5.4), (v) consummating the financing Equity Financing contemplated by the Equity Financing Commitments Commitment Letters (subject to the conditions set forth therein) at or prior to the Closing (and in any event prior to the Outside Date). Notwithstanding anything to , and (vi) fully enforcing the contrary contained in this Agreementobligations of the Investors and their respective investment affiliates (and the rights of the Buyer and the Transitory Subsidiary) under the Equity Commitment Letters, nothing contained in this Section 7.05 including (at the request of the Company) by filing one or elsewhere in this Agreement shall require Parent or Merger Subsidiary to (i) bring any enforcement action more lawsuits against the counterparty Investors to fully enforce the Equity Financing Commitments, Investors’ obligations (iiand the rights of the Buyer and the Transitory Subsidiary) 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)thereunder.