Common use of Financing; Solvency Clause in Contracts

Financing; Solvency. (a) Section 4.16 of the Soap Disclosure Letter sets forth complete and accurate copies of the executed commitment letter, with term sheets and annexes and the related fee letters with respect thereto (provided that the amount of fees and certain other economic terms may be redacted from the fee letters) (collectively, the “Debt Commitment Letters”) from Citigroup Global Markets Inc. (collectively, the “Lenders”), pursuant to which the Lenders have committed to lend the amounts set forth therein to Soap (or directly to Dish or one of Dish’s Subsidiaries) for the purpose of funding the Merger and the other transactions contemplated hereby (the “Financing”). Except as set forth in the Debt Commitment Letters, there are no conditions precedent to the respective obligations of the Lenders to fund the Financing. The fee letters do not contain any conditions precedent to the respective obligations of the Lenders to fund the Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Financing or that would otherwise affect the availability of the Financing. Each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of Soap, and to the Knowledge of Soap, all other parties thereto. Each of the Debt Commitment Letters is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect, except as permitted by this Section 4.16 or Section 5.17. All commitment and other fees required to be paid under the Debt Commitment Letters on or prior to the date hereof have been paid and, as of the date hereof, to the Knowledge of Soap, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Debt Commitment Letters inaccurate. Assuming the satisfaction of the conditions in Section 6.1 and Section 6.2 and no breach or default by Dish hereunder, to the Knowledge of Soap, there is no fact or occurrence as of the date hereof that would cause the conditions to funding of the Financing not to be satisfied at or before the Closing, and Soap has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Debt Commitment Letters.

Financing; Solvency. (a) Section 4.16 The Purchasers have furnished to the Sellers a true and complete copy of the Soap Disclosure Letter sets forth complete and accurate copies of the (i) a fully executed equity commitment letter, with term sheets dated as of October 10, 2016, by and annexes between the Purchasers and the related Investors (together with all exhibits, schedules, annexes, supplements and amendments thereto, the “Equity Commitment Letter”) pursuant to which the Investors have committed to invest, directly or indirectly, in the Purchasers the cash amounts set forth therein (the “Equity Financing”), subject to the terms and conditions set forth in the Equity Commitment Letter, and (ii) a fully executed debt commitment letter, dated as of October 7, 2016, by Deutsche Bank AG, London Branch, in favor of I Squared Capital Advisors (US) LLC, as manager of ISQ Global Infrastructure Fund L.P. and its affiliated entities (together with all exhibits, schedules, annexes, supplements and amendments thereto and including any fee letters letter, with respect thereto (provided that only the amount of fees fee amounts and certain other economic market flex terms may be redacted from any such fee letter in a customary manner (so long as the fee letters) (collectivelyredaction does not cover terms that would adversely affect the conditionality, availability or termination of the Debt Financing), the “Debt Commitment Letter,” and together with the Equity Commitment Letter, the “Commitment Letters”) from Citigroup Global Markets Inc. (collectively, the “Lenders”), pursuant to which the Lenders such lending parties named therein have committed to lend provide the amounts set forth therein to Soap Purchasers with at least $450,000,000 in debt financing (or directly to Dish or one of Dish’s Subsidiariesthe “Loans”) for the purpose of funding the Merger and the other transactions contemplated hereby by this Agreement (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Except as , subject to the terms and conditions set forth in the Debt Commitment Letter. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letters, there together with all other funds of Purchasers, are no conditions precedent sufficient to allow Purchasers to complete the Transaction on the terms and subject to the respective obligations conditions set forth in this Agreement and to consummate the transactions contemplated by this Agreement, including for Purchasers to pay the aggregate amounts payable pursuant to Article I at the Closing and for the payment of the Lenders all fees, costs and expenses to fund the Financing. The fee letters do not contain any conditions precedent be paid by Purchasers related to the respective obligations of the Lenders transactions contemplated by this Agreement, including such fees, costs and expenses relating to fund the Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Financing or that would otherwise affect the availability of the Financing. Each Commitment Letter is valid, binding and in full force and effect as to Purchasers and, to the Knowledge of Purchasers, each of the Debt other parties to the Commitment Letters. As of the date of this Agreement, neither Purchasers nor any of their Affiliates are in breach of any of their covenants or other obligations set forth in, or are in default under, any of 24 the Commitment Letters, nor do Purchasers or any of their Affiliates have knowledge of any breach of the Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation by any of Soapthe other parties thereto, and to the Knowledge of SoapPurchasers no event has occurred or circumstance exists that, all other parties thereto. Each with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute or result in a breach or default on the Debt Commitment Letters is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in part of any respect, except as permitted by this Section 4.16 or Section 5.17. All commitment and other fees required to be paid Person under the Debt Commitment Letters on or prior to the date hereof have been paid and, as of the date hereof, to the Knowledge of Soap, there is no fact or occurrence existing that would make any of the statements Commitment Letters, (including assumptionsii) constitute or result in a failure to satisfy any of the terms or conditions set forth in any of the Debt Commitment Letters, (iii) make any of the assumptions or any of the statements set forth in the Commitment Letters inaccurate. Assuming the satisfaction inaccurate in any respect or (iv) otherwise result in any portion of the conditions Financing not being available. The Commitment Letters have not been amended or modified in Section 6.1 and Section 6.2 and no breach or default by Dish hereunder, any respect prior to the Knowledge date of Soap, there is no fact or occurrence this Agreement and as of the date hereof that would cause of this Agreement and the commitments contained in the Commitment Letters have not been withdrawn, rescinded, terminated, amended, supplemented or modified, in any respect, and no such withdrawal, repudiation, rescission, termination, amendment, supplement or modification is contemplated by Purchasers. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Equity Financing not or the Debt Financing by the financing sources, or any contracts, agreements, arrangements or understandings related to be satisfied at or before the ClosingFinancing, other than as specifically set forth in the respective Commitment Letters. Assuming the accuracy of the representations and Soap has warranties for the Companies set forth in Article III, as of the date of this Agreement, Purchasers have no reason to believe that it will be unable (both before and after giving effect to satisfy on a timely basis any term or condition of closing to be satisfied by it “flex” provisions contained in the Debt Commitment LettersLetter) that they will be unable to satisfy, on a timely basis, any term or condition to be satisfied by them contained in the Commitment Letters or that the full amounts committed pursuant to the Commitment Letters will not be available as of the Closing if the terms or conditions to be satisfied by them contained in the Commitment Letters are satisfied. As of the date of this Agreement, Purchasers have fully paid any and all commitment fees or other fees or deposits required by the Commitment Letters to be paid on or before the date of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, Purchasers expressly acknowledge that their obligations hereunder are not conditioned in any manner upon Purchasers or any of their Affiliates obtaining any financing.

Financing; Solvency. (a) Section 4.16 Purchaser has delivered to Seller a correct and complete fully executed copy of the Soap Disclosure Letter sets forth complete and accurate copies of the executed commitment letter, with term sheets dated as of July 24, 2021, between Purchaser and the Financing Sources, including all exhibits, schedules, annexes and amendments to such letter as in effect as of the related fee letters with respect thereto date hereof (provided that the amount of fees and certain other economic terms may be redacted from the fee letters) (collectively, the “Debt Commitment Letters”) from Citigroup Global Markets Inc. (collectively, the “LendersLetter”), pursuant under which and subject to which the Lenders terms and conditions thereof the lenders thereunder have committed to lend the amounts set forth therein to Soap Purchaser (or directly to Dish or one the provision of Dish’s Subsidiaries) for the purpose of funding the Merger and the other transactions contemplated hereby (such funds as set forth therein, the “Financing”). Except Purchaser has also delivered to Seller correct and complete fully executed copies of the fee letters (the “Fee Letters”) entered into in connection with the Commitment Letter; provided that the provisions in each of the Fee Letters related solely to fees and other commercially sensitive numbers and provisions therein may be redacted, in each case so long as set forth such redactions do not impact the conditionality or the availability of the Financing on the Closing Date. As of the date hereof, the Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery hereof, and the respective commitments under the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect. As of the Debt date hereof, except for the Commitment Letter and the Fee Letters, there are no conditions precedent to the respective obligations of the Lenders to fund the Financing. The fee letters do not contain any conditions precedent to the respective obligations of the Lenders to fund the Financing. There are no other agreementsContracts, side letters or other arrangements that would permit to which Purchaser is a party or by which Purchaser is bound relating to the Lenders to reduce the availability, amount of the Financing or that would otherwise affect the availability conditionality of the Financing. Each As of the Debt execution and delivery hereof, the Commitment Letters has been duly executed Letter is in full force and delivered by, effect and is a the legal, valid and binding obligation of Soap, and to the Knowledge each of Soap, all other parties thereto. Each of the Debt Commitment Letters is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect, except as permitted by this Section 4.16 or Section 5.17. All commitment and other fees required to be paid under the Debt Commitment Letters on or prior to the date hereof have been paid Purchaser and, as of the date hereof, to the Knowledge of SoapPurchaser, there is the other parties thereto, subject to the Enforceability Exceptions. Purchaser has fully paid (or caused to be fully paid) any and all commitment fees or other similar fees required by the Commitment Letter or the Fee Letters to be paid on or before the date hereof. There are no fact conditions precedent express or occurrence existing that would make any implied related to the funding of the statements (including assumptions) set forth in any full amount of, or the availability of, or the timing for the receipt thereof, of the Debt Financing under the Commitment Letters inaccurateLetter, other than as expressly provided in the Commitment Letter. Assuming Subject to the terms and conditions of the Commitment Letter, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and no breach Article IX, the net cash proceeds contemplated from the Financing (or default by Dish hereunderthe net cash proceeds from securities or bank financing transactions, to the Knowledge of Soapor any combination thereof, there is no fact or occurrence as in each case that does not include a provision that would constitute a Prohibited Amendment, in replacement of the date hereof that would cause the conditions to funding Financing, in whole or in part), together with cash on hand and marketable securities of the Financing not to be satisfied at or before the ClosingPurchaser, and Soap has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained will, in the Debt Commitment Letters.aggregate, be sufficient to enable Purchaser to deliver the Closing Purchase Price to Seller as and when contemplated by this Agreement and pay any fees and expenses of or payable by Purchaser as and when contemplated by this Agreement..

Financing; Solvency. Parent has sufficient funds to enable Parent to pay the maximum out-of-pocket costs and expenses specified in Section 7.3(c). Parent will have at the Effective Time sufficient funds to enable Parent to pay for all outstanding shares of Company Common Stock (aincluding the Option Consideration) Section 4.16 of converted into the Soap Disclosure Letter sets forth complete right to receive cash pursuant to the Merger, to perform Parent’s obligations under this Agreement and accurate copies of the executed commitment letter, with term sheets and annexes and the related fee letters with respect thereto (provided that the amount of to pay all fees and certain other economic terms may be redacted expenses related to the transactions contemplated by this Agreement payable by it. Parent has received and furnished to Company letters from the fee letters) (collectively, the “Debt Commitment Letters”) from Citigroup Global Markets Inc. (collectively, the “Lenders”), pursuant to which the Lenders have committed to lend the amounts set forth therein to Soap (or directly to Dish or one of Dish’s Subsidiaries) for the purpose of funding the Merger and the other transactions contemplated hereby lenders under its various working capital lines (the “Financing”)) setting forth the maximum amount available under such lines, the amount outstanding under the lines as of August ___, 2007, and confirming that the Financing is available for use in the transactions contemplated by this Agreement. Except The Financing will be available to deposit the aggregate Merger Consideration with the Paying Agent pursuant to Section 2.2(b) hereof. Parent does not intend, to use, directly or indirectly, pledge or grant any security interest in, any of Company’s assets principally to fund, repay or secure any portion of the Financing, or any replacement thereof, or any portion of the Merger Consideration. Based on Parent’s knowledge of Company’s liabilities, financial condition and projected capital requirements, and Parent’s knowledge of its own financial condition, the details of the Financing, and Parent’s intent with respect to the operation of the Surviving Corporation, after giving effect to the Merger, the Surviving Corporation will be able to pay its debts as they mature, and will not be left with unreasonably small capital with which to satisfy its debts. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge and agree that any event, action or change in circumstance inconsistent in a material way with any of the representations or warranties set forth in the Debt Commitment Letters, there are no conditions precedent to the respective obligations of the Lenders to fund the Financing. The fee letters do not contain any conditions precedent to the respective obligations of the Lenders to fund the Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Financing or that would otherwise affect the availability of the Financing. Each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of Soap, and to the Knowledge of Soap, all other parties thereto. Each of the Debt Commitment Letters is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect, except as permitted by this Section 4.16 4.6, whether or not resulting from any action by Parent or Merger Sub, shall be deemed to constitute a breach of this Section 5.17. All commitment 4.6 by Parent and other fees required Company may terminate this Agreement pursuant to be paid under the Debt Commitment Letters on or prior to the date hereof have been paid and, Section 7.1(d) as a result of the date hereof, to the Knowledge of Soap, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Debt Commitment Letters inaccurate. Assuming the satisfaction of the conditions in Section 6.1 and Section 6.2 and no breach or default by Dish hereunder, to the Knowledge of Soap, there is no fact or occurrence as of the date hereof that would cause the conditions to funding of the Financing not to be satisfied at or before the Closing, and Soap has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Debt Commitment Letterssuch breach.

Financing; Solvency. (a) Section 4.16 of the Soap Disclosure Letter sets forth Buyer has delivered to Seller true and complete and accurate copies of (i) the executed commitment letter, with term sheets and annexes dated as of the date hereof (the “Equity Commitment Letter”), between Buyer and the related fee letters with respect thereto Guarantors (provided that the amount of fees and certain other economic terms may be redacted from the fee letters) (collectively, the “Debt Commitment Letters”) from Citigroup Global Markets Inc. (collectively, the “LendersEquity Financing Sources”), pursuant to which the Lenders Equity Financing Sources have committed committed, subject only to lend the terms thereof, to invest the amounts set forth therein on the date on which the Closing should occur pursuant to Soap Section 3.01 and to which Seller is an express third party beneficiary (the “Equity Financing”), and (ii) the executed debt commitment letters (together with the term sheet and any other annexes, exhibits, schedules and other attachments thereto), dated as of the date hereof (the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Financing Commitments”) from the Debt Financing Sources party thereto (together with the Equity Financing Source, the “Financing Sources”) pursuant to which such Debt Financing Sources have committed, subject only to the terms thereof, to lend or directly to Dish or one of Dish’s Subsidiaries) invest the amounts set forth therein for the purpose purposes of funding the Merger and the other transactions contemplated hereby by this Agreement on the date on which the Closing should occur pursuant to Section 3.01 (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Except as set forth Buyer has also delivered to Seller true and complete copies of the fee letter (with only the fee amounts, economic terms and “market flex” provisions contained therein (none of which individually or in the Debt Commitment Letters, there are no conditions precedent to the respective obligations of the Lenders to fund the Financing. The fee letters do not contain any conditions precedent to the respective obligations of the Lenders to fund the Financing. There are no other agreements, side letters or arrangements that aggregate would permit the Lenders to reduce the amount of the Debt Financing or that would otherwise adversely affect the availability of the Financing. Each Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to occur) redacted) relating to the Debt Commitment Letters has been duly executed and delivered by(such fee letter, and is a legal, valid and binding obligation of Soap, and to the Knowledge of Soap, all other parties thereto. Each of the Debt Commitment Letters is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect, except as permitted by this Section 4.16 or Section 5.17. All commitment and other fees required to be paid under the Debt Commitment Letters on or prior to the date hereof have been paid and, as of the date hereof, to the Knowledge of Soap, there is no fact or occurrence existing that would make any of the statements (including assumptions) set forth in any of the Debt Commitment Letters inaccurate. Assuming the satisfaction of the conditions in Section 6.1 and Section 6.2 and no breach or default by Dish hereunder, to the Knowledge of Soap, there is no fact or occurrence as of the date hereof that would cause the conditions to funding of the Financing not to be satisfied at or before the Closing, and Soap has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Debt Commitment Letters“Fee Letter”).

Financing; Solvency. (a) Section 4.16 of Buyer has delivered to the Soap Disclosure Letter sets forth Seller true, correct and complete and accurate fully executed copies of of: (i) the executed debt commitment letter, with term sheets dated as of September 9, 2020, among Buyer and the financing sources party thereto, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (in each case, as amended, modified, supplemented, replaced or extended from time to time after the date hereof in compliance of Section 5.20, (the “Debt Commitment Letter”) and the related fee letters with respect thereto letter (provided that the amount of fees and certain other economic terms may be redacted from the fee letters) (collectively, the “Debt Commitment LettersFee Letter”) from Citigroup Global Markets Inc. (collectively), it being understood that fee amounts and other customarily redacted items may be redacted, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the “Lenders”funding of the Debt Financing), pursuant to which which, and subject to the Lenders terms and conditions thereof, each of the parties thereto (other than Buyer) have severally committed to lend the amounts set forth therein (the provision of such funds as set forth therein, subject to Soap (or directly to Dish or one the provisions of Dish’s SubsidiariesSection 5.20, the “Debt Financing”) for the purpose purposes of funding financing the Merger and the other transactions contemplated hereby and related expenses and for the other purposes set forth in such Debt Commitment Letter; and (ii) the equity commitment letter, dated as of September 9, 2020, between Radiology Partners Holdings, LLC and SIH RP Holdco, L.P. (“Sponsor”), including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”), pursuant to which Sponsor has committed to indirectly invest in Buyer the cash amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). Except The Financing Commitments have not been amended, restated or otherwise modified or waived as of the date of this Agreement, and the commitments contained in the Financing Commitments have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect as of the date hereof; provided that the existence or exercise of any “market flex” provisions contained in the Debt Fee Letter, as in effect on the date hereof, shall not be deemed to constitute a modification or amendment of the Debt Commitment Letter. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of each of Buyer, Sponsor (solely in the case of the Equity Commitment Letter), and, to Buyer’s Knowledge, the other parties thereto, enforceable against such party in accordance with its terms subject to the effects of applicable bankruptcy, clarification, insolvency, fraudulent conveyance, moratorium, sponsorship or other Laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered at law or in equity. There are no conditions precedent or contingencies (including pursuant to any “market flex” provisions) related to the funding of the full amount of the Financing pursuant to the Financing Commitments, other than as set forth in the Debt Commitment LettersLetter and the Equity Commitment Letter, there are no conditions precedent respectively. Assuming the Financing is funded in accordance with the Financing Commitments on the Closing Date, the net cash proceeds contemplated from the Financing, together with other cash amounts available to Buyer, will, in the respective obligations aggregate, be sufficient to fund all of the Lenders amounts required to fund be provided by Buyer to consummate the Financing. The fee letters do not contain any conditions precedent to the respective obligations of the Lenders to fund the Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Financing or that would otherwise affect the availability of the Financing. Each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of Soap, and to the Knowledge of Soap, all other parties thereto. Each of the Debt Commitment Letters is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect, except as permitted transactions contemplated by this Section 4.16 or Section 5.17. All commitment and other fees Agreement, including (x) the payment of any amounts required to be paid under pursuant to Article 2, (y) the Debt Commitment Letters on repayment of all outstanding debt (and all premiums and fees payable in connection therewith) required by this Agreement to be repaid, redeemed, retired, canceled, terminated or prior otherwise satisfied or discharged at the Closing and (z) the payment of all other amounts to be paid by Buyer or its Subsidiaries pursuant to or in connection with this Agreement and the date hereof have been transactions contemplated hereunder, and associated costs and expenses of the transactions contemplated hereunder required to be paid andby Buyer or their Subsidiaries pursuant to this Agreement or the Financing Commitments (such amounts, as collectively, the “Required Amounts”). As of the date hereof, no event has occurred which would or would reasonably be expected to constitute a breach or default (or an event which with notice or lapse of time or both would or would reasonably be expected to constitute a default) on the Knowledge part of SoapBuyer or its Affiliates under the Financing Commitments or, there is no fact or occurrence existing that would make any of to Buyer’s Knowledge, in the statements (including assumptions) set forth in any case of the Debt Commitment Letters inaccurateLetter, any other party to the Financing Commitments. Assuming Subject to the satisfaction of the conditions contained in Section 6.1 7.2(a) and Section 6.2 and no breach or default by Dish hereunder7.2(b), to the Knowledge of Soap, there is no fact or occurrence as of the date hereof that would cause the conditions to funding of the Financing Buyer does not to be satisfied at or before the Closing, and Soap has no have any reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing the Financing required to be satisfied by it contained on or prior to the Closing Date. There are no side letters or other agreements, Contracts or arrangements (other than customary engagement letters with respect to the offering of debt securities referenced in the Debt Commitment LettersLetter) related to the funding of all or any portion of the Financing necessary to fund the Required Amounts other than as expressly set forth in the Debt Commitment Letter and delivered to the Seller prior to the execution and delivery of this Agreement. The Financing Commitments and the availability of the Financing on the Closing Date are not subject to any conditions precedent or other conditions other than as expressly set forth in the Debt Commitment Letter and the Equity Commitment Letter, respectively. The Buyer has fully paid or caused to be paid all commitment fees or other fees required to be paid by it on or prior to the date hereof in connection with the Financing. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Buyer acknowledges and agrees that neither the obtaining of the Financing nor the obtaining of the Alternative Debt Financing, is a condition to the Closing.