Purchaser’s Debt Financing Clause Samples

Purchaser’s Debt Financing. (a) The Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing in a timely manner and to consummate the Debt Financing on or prior to the Closing Date, including the following: (i) maintaining in effect the Debt Commitment Letter and not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, the Debt Commitment Letter, if such amendment, modification, waiver or replacement imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) delay or prevent the Closing, (B) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, or (C) adversely impact the ability of the Purchaser to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto when required pursuant to this Agreement (provided, in any event, the Purchaser may amend the Debt Commitment Letter to add lenders, arrangers, bookrunners, agents, managers or similar entities which had not executed the Debt Commitment Letter as of the date hereof); (ii) satisfying on a timely basis all conditions to the availability of the Debt Financing within its control; and (iii) negotiating, executing and delivering the Debt Financing documentation that reflects the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto). For purposes of this Section 6.18, references to the “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 6.18. (b) The Purchaser shall keep the Sellers reasonably informed of the status of its efforts to arrange the Debt Financing. The Purchaser shall give the Sellers prompt notice of (i) any material breach or repudiation (or any other breach that could reasonably be expected to adversely affect the timely availability of the Debt Financing) by any party to the Debt Commitment Letter of which the Purchaser becomes aware, (ii) the receipt of any written notice or other written communication from any Debt Financing Source with respect to any (A) actual or potential breach, default, termination...