Common use of Spinco Financing Clause in Contracts

Spinco Financing. On or prior to the date of this Agreement, Spinco has delivered to Utah a true, complete and fully executed copy of the Spinco Commitment Letter. As of the date of this Agreement, (a) the Spinco Commitment Letter has not been amended, waived or modified in any respect, (b) to the knowledge of Pluto, the respective commitments contained in the Spinco Commitment Letter have not been withdrawn, terminated, modified or rescinded in any respect and (c) the Spinco Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Spinco, and, to the knowledge of Pluto, the other parties thereto, enforceable against Spinco, and to the knowledge of Pluto, each of the other parties thereto in accordance with its terms, subject to the Remedies Exception. As of the date of this Agreement, except for the Spinco Commitment Letter, to the knowledge of Pluto there are no side letters or other Contracts related to any portion of the funding of the Financing, other than as expressly set forth in the Spinco Commitment Letter delivered to Utah on or prior to the date of this Agreement. 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 Spinco, its Affiliates or, to the knowledge of Pluto, any other party to the Spinco Commitment Letter, under the Spinco Commitment Letter, or, to the knowledge of Pluto, would result in any portion of the Financing being unavailable or delayed.

Spinco Financing. On or prior to the date of this Agreement, Spinco SpinCo has delivered to Utah Parent a true, complete and fully executed copy of the Spinco Debt Commitment Letter. As of the date of this Agreement, (a) the Spinco Debt Commitment Letter has not been amended, waived or modified in any respect, (b) to the knowledge of Pluto, the respective commitments contained in the Spinco Debt Commitment Letter have not been withdrawn, terminated, modified or rescinded in any respect and (c) the Spinco Debt Commitment Letter is in full force and effect and is a legal, valid and binding obligation of SpincoSpinCo, and, to the knowledge Knowledge of Plutothe Company, each of the other parties thereto, enforceable against SpincoSpinCo, and to the knowledge Knowledge of Plutothe Company, each of the other parties thereto in accordance with its terms, subject to the Remedies Exception. As of the date of this Agreement, except for the Spinco Debt Commitment Letter, to the knowledge of Pluto there are no side letters or other Contracts related to any portion of the funding of the FinancingFinancing to which the Company, SpinCo or any Affiliate thereof is party, other than as expressly set forth in the Spinco Debt Commitment Letter delivered to Utah Parent on or prior to the date of this Agreement. As of the date of this Agreement, no event has occurred, which, with or without notice, lapse of time or both, (a) would constitute a default or breach on the part of SpincoSpinCo, its Affiliates or, to the knowledge Knowledge of Plutothe Company, any other party to the Spinco Debt Commitment Letter, under the Spinco Debt Commitment Letter, or, or (b) to the knowledge Knowledge of Plutothe Company, would result in any portion of the Financing being unavailable or delayed.

Spinco Financing. On or prior to the date of this Agreement, Spinco has delivered to Utah Attached hereto as Exhibit I is a true, complete and fully executed copy of the Spinco Commitment Letter. As of the date of this Agreement, (a) the Spinco Commitment Letter has not been amended, waived or modified in any respect, (b) to the knowledge of PlutoRemainco, the respective commitments contained in the Spinco Commitment Letter have not been withdrawn, terminated, modified or rescinded in any respect respect, and (c) the Spinco Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Spinco, and, to the knowledge of PlutoRemainco, the other parties thereto, enforceable against Spinco, and to the knowledge of PlutoRemainco, each of the other parties thereto in accordance with its terms, subject to the Remedies Bankruptcy and Equity Exception. As of the date of this Agreement, except for the Spinco Commitment Letter, to the knowledge of Pluto Remainco, there are no side letters or other Contracts related to any portion of the funding of the Spinco Financing, other than as expressly set forth in the Spinco Commitment Letter delivered to Utah RMT Partner on or prior to the date of this Agreement. 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 Spinco, its Affiliates or, to the knowledge of PlutoRemainco, any other party to the Spinco Commitment Letter, under the Spinco Commitment Letter, or, to the knowledge of PlutoRemainco, would result in any portion of the Spinco Financing being unavailable or delayed.