Seller Financing Seller agrees to provide financing to the Buyer under the following terms and conditions:
Financing (a) Parent has delivered to the Company true, correct and complete copies of (i) the executed commitment letter (the "Equity Financing Commitment Letter"), dated as of the date hereof, from Xxxxxxx & Xxxxxxxx Capital Partners VI, L.P. and certain of its Affiliates (collectively, the "Equity Provider") to provide, subject to the terms and conditions therein, equity financing in the aggregate amount set forth therein (the "Equity Financing"), and (ii) the executed commitment letter (the "Debt Commitment Letter" and, together with the Equity Commitment Letter, the "Financing Letters"), dated as of the date hereof, from Bank of America, N.A., Banc of America Securities LLC, Bank of Montreal, General Electric Capital Corporation, GE Capital Markets, Inc., RBC Capital Markets and Royal Bank of Canada (together with their respective affiliates, the "Debt Financing Sources") to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth therein (the "Debt Financing" and, together with the Equity Financing, the "Financing"). As of the date hereof, none of the Financing Letters has been amended or modified, no such amendment or modification is contemplated, and the respective commitments contained in such letters have not been withdrawn or rescinded in any respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Financing Letters that are payable on or prior to the date hereof, and, as of the date hereof, the Financing Letters are in full force and effect and are the valid, binding and enforceable obligations of Parent and Merger Sub, and to the Knowledge of Parent, the other parties thereto. Assuming the Financing is consummated and the accuracy of the representations and warranties set forth in the second sentence of Section 3.2(a), in Section 3.2(b) (but only to the extent describing the number of shares of Class A Common Stock subject to Options and Restricted Stock Awards and the price per share at which Options may be exercised), in the first and last sentences of Section 3.2(c) and in Section 3.2(e), the net proceeds contemplated by the Financing Letters will, in the aggregate and together with the available cash of the Company, be sufficient for Merger Sub and the Surviving Corporation to pay the Aggregate Merger Consideration, aggregate Option Consideration (the "Aggregate Option Consideration") and aggregate Restricted Stock Consideration (the "Aggregate Restricted Stock Consideration") (and any other repayment or refinancing of debt contemplated by this Agreement or the Financing Letters, including the repayment of indebtedness under the Senior Credit Agreement as of immediately prior to the Effective Time) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under the Financing Letters. As of the date of this Agreement, there are no side letters or other agreements, arrangements or understandings relating to the Debt Financing (other than fee letters with the providers of the Debt Financing) to which Parent or Merger Sub or any of their Affiliates is a party. As of the date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub on the date of the Closing. The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Parent on the terms therein. (b) Neither Parent, Merger Sub nor the Equity Provider has (i) retained any financial advisor on an exclusive basis other than advisors to which the board of directors of the Company has previously consented or (ii) entered into an exclusive, lock-up or similar agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing that could reasonably be expected to prevent or hinder such provider from providing or seeking to provide such financing to any third party in connection with a transaction relating to the Company or its Subsidiaries (including in connection with the making of any Takeover Proposal (as defined below)), in the case of clauses (i) and (ii), in connection with the Merger or the other transactions contemplated hereby. Neither Parent, Merger Sub nor the Equity Provider has caused or induced any Person to take any action that, if taken by Parent, Merger Sub or the Equity Provider, would be a breach of, or would cause to be untrue, any of the representations in this Section 4.6(b).
Land Acquisition Reimbursement for the costs associated with acquiring interest and/or rights to real property (including access rights through ingress/egress easements, leases, license agreements, or other site access agreements; and/or obtaining record title ownership of real property through purchase) must be supported by the following, as applicable: Copies of Property Appraisals, Environmental Site Assessments, Surveys and Legal Descriptions, Boundary Maps, Acreage Certification, Title Search Reports, Title Insurance, Closing Statements/Documents, Deeds, Leases, Easements, License Agreements, or other legal instrument documenting acquired property interest and/or rights. If land acquisition costs are used to meet match requirements, Xxxxxxx agrees that those funds shall not be used as match for any other Agreement supported by State or Federal funds.