Common use of Financing; Sufficient Funds Clause in Contracts

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Purchaser with sufficient immediately available funds to pay when due for all of the Shares tendered and not properly withdrawn in the Offer and the aggregate Merger Consideration.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amended or modified, and as of the Agreement Date, the commitments contained in the Debt Financing Letter have not been withdrawn or rescinded in any respect.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 investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Debt Financing Letter and delivered to the Company prior to the date hereof. As of the Agreement Date, CIFSA has fully paid, or caused to paid, any and all commitment fees which are due and payable on or prior to the Agreement Date pursuant to the terms of the Debt Financing Letter.

Financing; Sufficient Funds. The (a) Parent has delivered to the Company a true, true and complete and correct signed copy of a debt an executed commitment letter, dated as of the Agreement Date letter (the “Debt Financing Commitment Letter”), by and among Xxxxxx Xxxxxxx Senior Fundingdated June 4, Inc.2007 from Citibank Global Markets, Covidien International Finance S.A., Inc. (the parent of Parent (“CIFSALender”) and Covidien plc), pursuant to which the lenders party lender parties thereto have agreedcommitted, subject to the terms and conditions set forth therein, to provide or cause to be provided, lend the debt amounts set forth therein to CIFSA for the purpose of funding the cash portion of the merger consideration contemplated by this Agreement (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 Parentdate hereof, 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 Commitment Letter has not been amended or modified, modified and as of the Agreement Date, the commitments contained in the Debt Financing Commitment Letter have not been withdrawn or rescinded in any respect. As of the Agreement Datedate hereof, assuming the accuracy Commitment Letter, in the form delivered to the Company, is in full force and effect and is a legal, valid and binding obligation of Parent and, to the representations Knowledge of Parent, the other parties thereto, and warranties in Article IV and compliance by the Company with its covenants set forth in this Agreement, (x) no event or circumstance has occurred or circumstance exists which, with or without notice, lapse of time or both, which would reasonably be expected to constitute a default or breach of CIFSA or an incurable failure to satisfy a condition precedent under the Debt Financing Letter terms and (y) subject conditions of the Commitment Letter. There are no conditions precedent or other contingencies, side agreements or other arrangements or understandings related to the satisfaction funding of the conditions full amount of the Financing or the terms thereof, other than as set forth in or contemplated by the Commitment Letter in the forms delivered to the Offer set forth on Annex A heretoCompany. As of the date of this Agreement, neither Parent nor Purchaser has Pxxxxx does not have any reason to believe that CIFSA it will be unable to satisfy on a timely basis any term or condition to funding of the Financing to be satisfied by it as set forth contained in the Debt Financing Letter at or prior to the Share Acceptance TimeCommitment Letter. 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 investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Debt Financing Letter and delivered to the Company prior to the date hereof. As of the Agreement Date, CIFSA Parent has fully paid, or caused to paid, paid any and all commitment fees which that have been incurred and are due and payable on or in connection with the Commitment Letter prior to the Agreement Date date hereof and has otherwise satisfied all other terms and conditions required to be satisfied pursuant to the terms of the Debt Financing LetterCommitment Letter on or before the date hereof.

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 X0 Xxxxxxx Senior FundingXxxxxxxx XX, Inc.XX, Covidien International Finance S.A.Xxxxxx, the parent of Parent (“CIFSA”) and Covidien plcPurchaser, 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 Purchaser (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, Parent and Purchaser 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 CIFSAthe Parent, 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 circumstances exists which, with or without notice, lapse of time or both, would constitute a default or breach of CIFSA Parent or Purchaser under the Debt Financing Letter and (y) subject to the satisfaction of the conditions to the Offer set forth on Annex A heretoand, neither Parent nor and Purchaser has any reason to believe that CIFSA Purchaser 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 investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Debt Financing Letter and delivered to the Company prior to the date hereof. As of the Agreement Date, CIFSA has fully paid, or caused to paid, any and all commitment fees which are due and payable on or prior to the Agreement Date pursuant to the terms of the Debt Financing Letter.