Guarantee; Equity Commitment Letter; Financing Clause Samples

Guarantee; Equity Commitment Letter; Financing. (a) Parent has delivered to the Company true, complete and fully executed copies of (i) a guarantee (the “Guarantee”) from the Guarantors and (ii) a commitment letter (the “Equity Commitment Letter”) from the Guarantors confirming their commitment to, subject to the terms and conditions set forth therein, provide Parent with equity financing in connection with the transactions contemplated hereby in the amount set forth therein (the “Equity Financing”). The Guarantors collectively have sufficient cash on hand, liquid securities, immediately available undrawn amounts and/or other assets to enable Parent and Merger Sub to consummate the Merger and to pay the fees and expenses of Parent and Merger Sub related to the transactions contemplated hereby, including, for the avoidance of doubt, (A) the amounts payable by Parent pursuant to Article 2 and (B) all related fees and expenses of Parent, Merger Sub and their respective Representatives required to be paid at the Closing pursuant to this Agreement. (b) Each Guarantor is an exempted limited partnership duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all partnership powers required to carry on its business as now conducted. The execution, delivery and performance by each Guarantor of the Guarantee and the Equity Commitment Letter, and the consummation of the transactions contemplated hereby and thereby, are within the partnership powers of each such Guarantor and have been duly authorized by all necessary partnership action on the part of each such Guarantor and its general partner. Each of the Guarantee and the Equity Commitment Letter is in full force and effect and constitutes a valid and binding obligation of each Guarantor, enforceable against such Guarantor in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of either Guarantor under the Guarantee or the Equity Commitment Letter. (c) Parent affirms that it is not a condition to the Closing or to any of its other obligations under or related to this Agreement that Parent obtain financing for, or related to, any of the transactions contemplated by this Agreement.