Financing Commitment Letter. 11 GAAP...................................................................... 11 Guarantee................................................................. 11 incur..................................................................... 12 Holder....................................................................
Financing Commitment Letter. (a) Oryx has delivered to the Plains Parents a true, correct and complete copy of the Debt Commitment Letter. The amounts to be provided pursuant to the Debt Commitment Letter will be sufficient for Oryx, when required and when taken together with other cash sources available to Oryx, to effectuate the Oryx Refinancing and pay all other amounts payable pursuant to this Agreement and the other Transaction Documents or otherwise necessary to consummate the transactions contemplated hereby and thereby (including fees and expenses relating to the financings described in the Debt Commitment Letter).
(b) Oryx also has delivered to Plains Parent a complete and correct copy of the executed fee letter on the date hereof that relates to the Oryx’s Debt Financing as redacted in a customary manner (i.e., redacted as to pricing, economic market flex and other customarily redacted provisions); provided, that the redacted pricing, market flex and other provisions that are customarily redacted set forth therein do not adversely affect the availability or conditionality of the Debt Financing at Closing) (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in accordance with Section 6.16, the “Fee Letter”).
(c) Subject to the Enforceability Limitations, the Debt Commitment Letter is (solely in the case of the parties thereto other than Oryx and its Affiliates, to the Knowledge of Oryx) valid, binding and in full force and effect and (solely in the case of the parties thereto other than Oryx and its Affiliates, to the Knowledge of Oryx) no event has occurred which, with or without notice, lapse of time or both, would either constitute or reasonably be expected to constitute a breach or default under the Debt Commitment Letter. As of the date hereof, Oryx has paid (or caused to be paid) all fees or other amounts due and owing as of the date hereof in connection with the Debt Commitment Letter pursuant to the terms thereof. As of the date hereof, no termination of the Debt Commitment Letter is contemplated by Oryx or, to the Knowledge of Oryx, any other party thereto and Oryx has no reason to believe that the Debt Financing will not be provided or made available to Oryx at or prior to the time contemplated hereunder for the Closing. Oryx has not entered into any side letters or other contracts, understandings, agreements or arrangements affecting the conditionality and availability of the funding under the Debt Financing,...
Financing Commitment Letter. Head Acquisition LP has provided to Urban a copy of the financing commitment letter, attached as EXHIBIT F, including any exhibits, schedules or amendments thereto (the "FINANCING LETTER"). The Financing Letter is effective and has not been withdrawn or modified and all commitment fees have been paid thereunder. To the Knowledge of Rodamco and Hexalon, the conditions set forth in the Financing Letter will be able to be satisfied prior to the Effective Time. Head Acquisition LP or Head Acquisition Corp will have available, and Rodamco and Hexalon will cause Head Acquisition LP or Head Acquisition Corp to have available, at the time of acceptance for payment and payment for the Urban Stock pursuant to the Offer all funds necessary to pay for all shares of Urban Stock that Head Acquisition LP or Head Acquisition Corp becomes obligated to accept for payment and pay for pursuant to the Offer and to consummate the Offer, the Merger, the Amendment and the other transactions contemplated by the Transaction Documents.
Financing Commitment Letter. Purchaser shall not make or permit to be made any amendment or change to the Senior Facilities Agreement, other than with respect to amendments which would not reasonably be expected to adversely impact the availability at Closing of the financing contemplated by the Senior Facilities Agreement or amendments which are approved in writing by Seller (which approval shall not be unreasonably withheld, conditioned or delayed), and Purchaser shall use its commercially reasonable efforts to cause the financing contemplated by the Senior Facilities Agreement to be available at Closing, and shall remain obligated to close whether that financing is available or not.
Financing Commitment Letter. URS has delivered to Woodward-Clyde a true and correct copy of a commitment letter from Wxxxx Xxxxx Xxxk, National Association, in the form of a letter daxxx Xuly 7, 1997 and a letter dated August 13, 1997 with a Summary of Terms and Conditions attached, relating to the financing necessary to fund the cash component of the Merger consideration and refinance the outstanding indebtedness of URS and Woodward-Clyde and provide a working capital facility following the Clxxxxx Xxxx (xxe "Commitment Letter"). The Commitment Letter has not been amended or rescinded, and remains in full force and effect in accordance with its terms as of the date of this Agreement.
Financing Commitment Letter. Administrative Agent shall have received (i) on or before September 26, 2018, a copy of a commitment letter, in form and substance satisfactory to Administrative Agent, from the party chosen by Eagle to provide financing to Eagle for the purpose of consummating the sale contemplated by the Eagle Energy PSA (as amended pursuant to the amendment required to be delivered pursuant to Section 3(b) above), which commitment letter shall include, without limitation, a commitment by such party to provide such financing on or before October 15, 2018, and (ii) to the extent such commitment letter requires Eagle to pay a breakup fee or a legal documentation fee, evidence, in form and substance satisfactory to Administrative Agent, that all such fees have been paid.
Financing Commitment Letter. Parent is in receipt of, and a party to, that certain First Amendment to Amended and Restated Credit Agreement, dated as of August 2006, by and between the Company and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement Amendment”). A true, correct and complete copy of the Credit Agreement Amendment has been provided to the Company. Assuming fulfillment of all conditions set forth in Article VII hereof (exclusive of the provisions of Section 7.3) and the conditions set forth in the Credit Agreement Amendment, Parent will have at the Closing sufficient funds available to it under the Credit Agreement Amendment to pay the Merger Consideration in cash.
Financing Commitment Letter. The Company has delivered to Parent a correct and complete copy of the Financing Commitment Letter. As of the date of this Agreement, (a) the Financing Commitment Letter has not been amended or modified, (b) the commitments contained in the Financing Commitment Letter have not been withdrawn or rescinded in any respect and (c) the Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of the parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Pre-Closing Company Financing, other than as expressly set forth in the Financing Commitment Letter. The aggregate proceeds to be disbursed to Parent pursuant to any Pre-Closing Capital Raise, together with the equity financing to be provided to the Company under the agreements contemplated by the Financing Commitment Letter, is projected to be sufficient for Parent to have, as of immediately following the Effective Time, shareholders’ equity of no less than Five Million Dollars ($5,000,000.00) as contemplated by this Agreement (assuming that, after giving effect to any reduction in Ongoing Support Funding in accordance with Section 1.12(c)(i), there is no deficiency in Parent’s stockholders’ equity that was directly caused by Parent’s breach of a representation, warranty and/or covenant under this Agreement). As of the date of this Agreement, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under the Financing Commitment Letter, and the Company does not have any reason to believe that any of the conditions to the Pre-Closing Company Financing will not be satisfied or that the Pre-Closing Company Financing will not be available to the Company on the Closing Date.
Financing Commitment Letter. Company has delivered to Parent true and complete copies of the executed Financing Commitment Letter as in effect on the date hereof. The Financing Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement. As of the date hereof, the commitments contained in the Financing Commitment Letter has not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitment Letter is in full force and effect and, to the knowledge of the Company, represents a valid, binding and enforceable obligation of the Financing Commitment Letter Parties except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. The aggregate proceeds contemplated by the Financing Commitment Letter equal an aggregate of at least $22,000,000.
Financing Commitment Letter. The Financing Commitment Letter will continue to be in full force and effect and the Financing will be capable of being consummated immediately after the Closing pursuant to the terms of the Financing Commitment Letter.
