Common use of Purchaser’s Financing Clause in Contracts

Purchaser’s Financing. The Purchaser has delivered to the Seller true, complete and correct copies of executed copies of the Standby Purchase Agreement and the Debt Subscription Agreement (the “Financing Commitments”), pursuant to which the investor party or parties thereto has or have committed, subject to the terms and conditions set forth therein, to invest in the Purchaser or PNCC the cash amounts set forth therein (the “Financing”). Assuming the Financing is funded in accordance with the Financing Commitments, the Purchaser will have at Closing funds sufficient to pay the Purchase Price in accordance with the terms set forth in this Agreement and the fees and expenses payable by the Purchaser in connection with the Contemplated Transactions. As of the date of this Agreement, neither of the Financing Commitments has been amended or modified and the respective obligations and commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. The Purchaser has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof and it will pay any and all such commitment fees or other fees as they become due and payable at any time thereafter in accordance with the terms of the Financing Commitments. The Financing Commitments are in full force and effect as of the date hereof. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of the Purchaser or, to the knowledge of Purchaser, any other parties thereto, under either of the Financing Commitments; provided that Purchaser is not making any representation or warranty regarding the accuracy of the representations and warranties in Article 3 or compliance by the Seller with its obligations hereunder. As of the date of this Agreement, the Purchaser 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 the Purchaser on the Closing Date; provided that the Purchaser is not making any representation regarding the accuracy of the representations and warranties in Article 3 or compliance by the Seller with its obligations hereunder. The Financing Commitments, together with the Subscription Receipt Indenture (as defined in the Debt Subscription Agreement) and the Subscription Receipt Agreement (as defined in the Standby Purchase Agreement) contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Purchaser on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Purchaser or any of its Affiliates is a party related to the funding of the full amount of the Financing other than as expressly set forth in the Financing Commitments.

Purchaser’s Financing. The Purchaser has delivered shall, and shall cause each of its Affiliates to, use its commercially reasonable best efforts to do or cause to be done, all things necessary, proper and advisable to arrange and close concurrently with the Seller trueClosing, complete and correct copies of executed copies of the Standby Purchase Agreement and the Debt Subscription Agreement (the “Financing Commitments”), pursuant to which the investor party or parties thereto has or have committed, subject to the financing on terms and conditions set forth described in the Debt Commitment Letter (including the institution against the Initial Lenders, and prompt prosecution in good faith, of litigation to enforce the Debt Commitment Letter, obtaining rating agency approvals, maintaining in effect the Debt Commitment Letter, satisfying on a timely basis all conditions applicable to Purchaser to obtaining the financing contemplated by the Debt Commitment Letter, negotiating and entering into definitive agreements with respect to the Debt Commitment Letter on terms and conditions contained therein, satisfying all conditions applicable to invest the Purchaser in such definitive agreements that are within their respective control and, if necessary, borrowing pursuant to the Debt Commitment Letter in the Purchaser or PNCC the cash amounts set forth therein (the event any “Financing”flex” provisions are exercised). Assuming Purchaser shall keep Honeywell informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the terms of, and satisfy the conditions contemplated by, the financing contemplated by the Debt Commitment Letter in accordance with this Section 5.18 and shall not, and shall not permit any of its Affiliates to, agree or permit any cancellation, amendment, supplement or other modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letters without obtaining the prior written consent of Honeywell other than (x) any amendment, supplement or other modification to the Debt Commitment Letter adding additional lenders thereto or (y) any replacement, amendment, supplement or other modification to the Debt Commitment Letter resulting in terms that are no less beneficial to Purchaser (including with respect to conditionality) and that would not reasonably be expected to prevent, delay or impede the consummation of the financing contemplated by the Debt Commitment Letter or the transactions contemplated by this Agreement; provided, however, that no such replacement, amendment, supplement or waiver reduces the amount of the financing available thereunder; provided further that Purchaser shall only replace (i) the Debt Commitment Letter if the Initial Lenders thereunder threaten or indicate their intention not to fund such that the Financing is funded unlikely to be available or (ii) an Initial Lender thereunder in accordance with the Financing Commitmentsevent one or more such Initial Lenders threaten or indicate its or their intention not to fund its or their commitment under the Debt Commitment Letter; provided that in each case, any such replacement shall not release any Initial Lender under its obligations under the Debt Commitment Letter, unless such replacement is an internationally recognized financial institution reasonably satisfactory to Sellers. Purchaser will have at Closing funds sufficient shall promptly notify Honeywell (and in any event within one Business Day) of any material breach by any party of the Debt Commitment Letter, any termination of the Debt Commitment Letter or any other circumstance, event or condition that would reasonably be likely to pay prevent, delay or impede the Purchase Price in accordance with consummation of the terms set forth in this Agreement and the fees and expenses payable financing contemplated by the Debt Commitment Letter, to the extent it becomes aware of such breach, termination, circumstance, event or condition. Purchaser in connection with the Contemplated Transactions. As of the date of this Agreement, neither of the Financing Commitments has been amended or modified and the respective obligations and commitments contained in the Financing Commitments have not been withdrawn or rescinded in shall segregate any respect. The Purchaser has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to net proceeds received after the date hereof and it will pay prior to Closing from any and all such commitment fees debt or other fees as they become due and payable at any time thereafter in accordance with the terms of the Financing Commitments. The Financing Commitments are in full force and effect as of the date hereof. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of the Purchaser or, to the knowledge equity financing of Purchaser, any other parties thereto, under either and shall use such net proceeds solely for the purpose of funding the Financing Commitments; provided that Purchaser is not making any representation or warranty regarding the accuracy of the representations and warranties in Article 3 or compliance by the Seller with its obligations hereunder. As of the date of this Agreement, the Purchaser 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 the Purchaser on the Closing Date; provided that the Purchaser is not making any representation regarding the accuracy of the representations and warranties in Article 3 or compliance by the Seller with its obligations hereunder. The Financing Commitments, together with the Subscription Receipt Indenture (as defined in the Debt Subscription Agreement) and the Subscription Receipt Agreement (as defined in the Standby Purchase Agreement) contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Purchaser on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Purchaser or any of its Affiliates is a party related to the funding of the full amount of the Financing other than as expressly set forth in the Financing CommitmentsPrice.

Purchaser’s Financing. The Purchaser has delivered to the Seller Vendor a true, accurate and complete and correct copies of executed copies copy of the Standby Purchase Agreement and the Debt Subscription Agreement (the “Financing Commitments”), Commitment Letter by Deerfield pursuant to which Deerfield has agreed to lend the investor party or parties thereto has or have committed, subject to amounts set forth therein on the terms and subject only to the conditions set forth therein, to invest in for the Purchaser or PNCC purpose of funding the cash amounts set forth therein transactions contemplated by this Agreement (the financing contemplated by the Commitment Letter, the “Debt Financing”). Assuming the Financing is funded in accordance with the Financing Commitments, the Purchaser will have at Closing funds sufficient to pay the Purchase Price in accordance with the terms set forth in this Agreement and the fees and expenses payable by the Purchaser in connection with the Contemplated Transactions. As of the date of this Agreement, neither (a) the Commitment Letter is in full force and effect and constitutes legal, valid and binding obligations of the Financing Commitments Purchaser and, to the knowledge of the Purchaser, Deerfield, (b) the Commitment Letter has not been amended or modified and no such amendment or modification is contemplated by the respective obligations Purchaser, and commitments contained (c) assuming the satisfaction of the conditions set forth therein, the Debt Financing will be sufficient to pay the Purchase Price and any other amounts to be paid or repaid by the Purchaser under this Agreement or as a result of the transactions contemplated by this Agreement. There are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Financing Commitments have not been withdrawn or rescinded in any respect. The Purchaser has fully paid any Commitment Letter; and all commitment fees there are no side letters or other fees in connection with the Financing Commitments that are payable on contracts, understandings or prior arrangements (oral or written) related to the date hereof Debt Financing between the Purchaser and it will pay any and all such commitment fees or Deerfield other fees as they become due and payable at any time thereafter in accordance with than the terms of the Financing Commitments. The Financing Commitments are in full force and effect as of the date hereofCommitment Letter. As of the date of this Agreement, to the Purchaser’s knowledge and excluding any conditions where the failure to be so satisfied is a result of the Vendor’s material breach of any of its obligations under this Agreement or a material breach by Deerfield, no event has occurred which, that (with or without notice, notice or lapse of time or both, would or ) would reasonably be expected to constitute or result in a breach or default under the Commitment Letter or breach make the Purchaser unable to satisfy on a timely basis any term or condition of the part Commitment Letter (whether or not such condition is contained in the Commitment Letter), and the Purchaser is not aware of any fact or occurrence that makes any of the representations or warranties of the Purchaser or, relating to Purchaser in the Commitment Letter inaccurate in any material respect. Subject to the knowledge of Purchaser, any other parties thereto, under either terms and conditions of the Financing Commitments; provided that Purchaser is not making any representation or warranty regarding Commitment Letter and subject to the accuracy satisfaction of the representations conditions contained in Section 7.1 and warranties in Article 3 or compliance by the Seller with its obligations hereunder. As of the date of this AgreementSection 7.2, (x) the Purchaser does not have any reason to believe that it will be unable to satisfy on a timely basis any of the conditions term or condition to the Financing will not be satisfied or that by it and contained in the Financing Commitment Letter, and (y) the aggregate proceeds contemplated by the Commitment Letter will not be available to sufficient for the Purchaser on to consummate the Closing Date; provided that the Purchaser is not making any representation regarding the accuracy of the representations and warranties in Article 3 or compliance by the Seller with its obligations hereunder. The Financing Commitments, together with the Subscription Receipt Indenture (as defined in the Debt Subscription Agreement) and the Subscription Receipt Agreement (as defined in the Standby Purchase Agreement) contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Purchaser on transactions contemplated hereby upon the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Purchaser or any of its Affiliates is a party and conditions contemplated hereby and pay all related to the funding of the full amount of the Financing other than as expressly set forth in the Financing Commitmentsfees and expenses related thereto.