Financing; Sufficient Funds. (a) Parent has delivered to the Company (i) a true, correct and complete copy of the executed debt commitment letter, dated as of the date hereof, from the Debt Financing Sources party thereto, together with true, correct and complete copies of any related executed fee letters (the “Fee Letters”); provided that, solely with respect to any such Fee Letters, the fee amounts, other economic terms and other customary provisions (none of which affects conditionality, enforceability, termination or aggregate principal amount of such financing) may be redacted in a customary manner from such true, correct and complete copies (collectively, including all exhibits, schedules, amendments, supplements, modifications and annexes thereto, the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend the aggregate amount of debt financing set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (together with any alternative debt financing pursuant to Section 5.10, the “Debt Financing”) and (ii) a true, correct and complete copy of the executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”) from each of Xxxxxxxx Industries, LLC, 3L Opportunities II-M, LP, Security Benefit Life Insurance Company, Amateras AEA Funding LP, Stonebriar Commercial Finance LLC, MSD Special Investments Fund II, L.P., Vista Credit Partners, L.P. (together with its affiliated advisers on behalf of certain of its and their managed funds, accounts and designees), Whitecap Investments PTE Ltd., Delaware Life Insurance Company, Slow Metropolis, LLC, Assembly Ventures Fund I, L.P., Selkirk Partners, LP and solely with respect to Section 19(b) therein, Double Helix Pte Ltd (collectively, the “Equity Financing Sources” and, together with the Debt Financing Sources, the “Financing Sources”), pursuant to which the Equity Financing Sources have committed to invest in Parent, subject to the terms and conditions therein, the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter expressly provides, and will continue to expressly provide, that the Company is a third-party beneficiary thereof.
(b) As of the date hereof, the Financing Commitments are in full force and effect...
Financing; Sufficient Funds. The Parent has delivered to the Company a true, complete and correct signed copy of a debt commitment letter, dated as of the Agreement Date (the “Debt Financing Letter”), by and among Xxxxxx Xxxxxxx Senior Funding, Inc., Covidien International Finance S.A., the parent of Parent (“CIFSA”) and Covidien plc, pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to provide or cause to be provided, the debt amounts set forth therein to CIFSA (the “Financing”). As of the Agreement Date, (a) the Debt Financing Letter is in full force and effect, is a legal, valid and binding obligation of CIFSA and, to the knowledge of Parent, the other parties thereto, and (b) the funding of the Financing is not subject to any conditions or other contingencies other than those set forth in the Debt Financing Letter. Subject to the terms and satisfaction of the conditions of the Financing and this Agreement, the Financing, together with the cash and marketable securities of CIFSA, will provide the Parent and the Purchaser with sufficient immediately available funds to pay when due for all of the Shares tendered and not properly withdrawn in the Offer and the aggregate Merger Consideration. Prior to the Agreement Date, the Debt Financing Letter has not been amended or modified, and as of the Agreement Date, the commitments contained in the Debt Financing Letter have not been withdrawn or rescinded in any respect. As of the Agreement Date, assuming the accuracy of the representations and warranties in Article IV and compliance by the Company with its covenants set forth in this Agreement, (x) no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would constitute a default or breach of CIFSA under the Debt Financing Letter and (y) subject to the satisfaction of the conditions to the Offer set forth on Annex A hereto, neither Parent nor Purchaser has any reason to believe that CIFSA will be unable to satisfy on a timely basis any condition to funding of the Financing to be satisfied by it as set forth in the Debt Financing Letter at or prior to the Share Acceptance Time. Except for fee letters with respect to fees and related arrangements with respect to the Financing (which do not relate to the conditionality of, or contain any conditions precedent to, the funding of the Financing), there are no side letters or other agreements, contracts or agreements related to the funding or in...
Financing; Sufficient Funds. (a) Buyer agrees to use its reasonable commercial efforts to obtain and accept a commitment letter in form and substance reasonably satisfactory (and Seller acknowledges that the Letter of Hxxxxx Financial, Inc. dated November 19, 1996, if accepted by Buyer, would be satisfactory to Seller (a "Commitment Letter")) no later than 5:00 p.m. (New York time) on December 10, 1996 (the "Delivery Date") from a commercial lending institution indicating such institution's willingness to provide to Buyer aggregate senior bank financing of approximately $50 million. Upon receipt of a Commitment Letter, Buyer will promptly deliver to Seller a true and complete copy thereof, and thereafter will deliver copies of all other final documentation received by Buyer or Bruckman, Rosser, Sxxxxxxx & Co., Inc. ("BRS") relating to such senior bank financing. In the event that Buyer or BRS has not delivered to Seller a Commitment Letter to Seller on or prior to the Delivery Date, Seller shall have the right at any time after the Delivery Date and prior to the actual delivery to Seller of a Commitment Letter to (i) terminate this Agreement pursuant to a written notice delivered by Seller to Buyer, and/or (ii) commence negotiations with persons other than Buyer regarding the terms of a potential sale or other business combination involving any or all of BGH Holdings, BRH Holdings or the Companies.
(b) BRS has delivered to Seller a letter setting forth its commitment to provide an aggregate of up to $30,000,000 of equity and subordinated debt financing. The financing specified in Section 5.06 (a) and this Section 5.06 (b) is referred to herein as the "Financing". The aggregate proceeds of the Financing, if obtained, will be in an amount sufficient to effect the purchase of the Shares hereunder and pay all related fees and expenses.
(c) If, at any time on or after 5:00 p.m. on December 27, 1996, all of the conditions specified in Section 2.01 have been satisfied or waived by Buyer, but the Closing has not occurred as a result of Buyer's failure to obtain the proceeds of the Financing, then:
(i) Buyer shall either (x) obtain a letter of credit in the face amount of $5 million and containing such other terms and conditions as are reasonably acceptable to Seller (the "Letter of Credit") which shall at all times thereafter prior to the Closing remain effective for the sole purpose of satisfying Buyer's obligation to Seller or (y) obtain from BRS a cash contribution in the amount of $5 mill...
Financing; Sufficient Funds. (a) Parent has delivered to the Company (i) a true, correct and complete copy of the executed debt commitment letter, dated as of the date hereof, from the Debt Financing Sources party thereto, together with true, correct and complete copies of any related executed fee letters (provided that, solely with respect to any such fee letters, the fee amounts and other economic terms (none of which would affect the availability or amount of, impose additional or new conditions on (or expand or modify any existing conditions), affect the enforceability or termination of, impair the validity of, or prevent or delay the consummation of the Debt Financing (as defined below) at the Closing) may be redacted in a customary manner from such true, correct and complete copies) (collectively, including all exhibits, schedules, amendments, supplements, modifications and annexes thereto, the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend the aggregate amount of debt financing set forth therein to Acquisition Sub for the purpose of funding the transactions contemplated by this Agreement (together with any alternative debt financing pursuant to Section 6.11(c), the “Debt Financing”) and (ii) a true, correct and complete copy of the executed equity commitment letters, dated as of the date hereof (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Financing Commitments”) from each of Trident VIII, L.P., Trident VIII Parallel Fund, L.P., Trident VIII DE Parallel Fund, L.P., Trident VIII Professionals Fund, L.P., Insight Partners XI, L.P., Insight Partners (Delaware) XI, L.P., Insight Partners (Cayman) XI, L.P., Insight Partners XI (Co-Investors), L.P., Insight Partners XI (Co-Investors) (B), L.P. and Insight Partners (EU) XI, S.C.Sp. (collectively, the “Guarantors”), pursuant to which the Guarantors have committed to invest in Parent, subject to the terms and conditions therein, the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letters expressly provide, and will continue to expressly provide, that the Company is a third party beneficiary thereof.
(b) As of the date hereof, the Financing Commitments are in full force and effect. As of the date hereof, the Financing Commitments have not been restated, modified, amended or supplemented in any respect or waive...
Financing; Sufficient Funds. Parent and Purchaser have received and furnished to the Company a copy of the amendment to Parent's existing $750 million credit facility to provide to Parent and Purchaser in connection with the Offer and the transactions contemplated thereby the funds necessary to consummate such Offer and transactions (the "FINANCING"). Parent and Purchaser have no knowledge of any facts or circumstances, nor will Parent or Purchaser take any action or omit to take any action, that could be expected to result in the inability of Parent or Purchaser to obtain and use the funds available from the Financing for consummation of the Offer and the transactions contemplated thereby. Parent and Purchaser will have available to them and will utilize, upon consummation of the Offer and at the Effective Time, all immediately available funds necessary to consummate the transactions contemplated by this Agreement, to pay all related fees and expenses for which Parent or Purchaser will be responsible, and to provide adequate working capital for the operation of the Company upon consummation of the Offer and at the Effective Time.