Common use of Sufficiency of Financing Clause in Contracts

Sufficiency of Financing. Assuming (w) the transactions in the Rollover Agreement are consummated in accordance with the terms thereof, (x) the Financing is funded in accordance with the Financing Letters, (y) the accuracy of the representations and warranties set forth in Article III hereof and (z) the satisfaction (or waiver) of all of the Company’s and Parent’s conditions to Closing set forth in Article VI, in each case based upon facts and events that Parent has knowledge of as of the date hereof, the aggregate amounts committed pursuant to the Financing Letters will provide Parent with sufficient immediately available cash funds to (i) satisfy all payment obligations of Parent and Merger Sub contemplated by this Agreement in connection with the Merger (including the payment of all amounts payable at the Closing pursuant to Article I in connection with or as a result of the Merger, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 1.7, the RSU Consideration, the PSU Consideration and the Option Consideration); (ii) repay, prepay or discharge (after giving effect to the Merger) the principal of and accrued and unpaid interest on all indebtedness outstanding required to be repaid pursuant to the terms of this Agreement; (iii) pay all fees and expenses required to be paid at the Closing by the Company, Parent, Merger Sub or any of their respective Affiliates in connection with the Merger and under the Financing Letters; and (iv) satisfy the condition set forth in Paragraph 11 of Exhibit C to the Debt Commitment Letter (such amounts, collectively, the “Required Amounts”).

Sufficiency of Financing. Assuming (w) the transactions in the Rollover Agreement are consummated in accordance with the terms thereofThe Financing, (x) the Financing is when funded in accordance with the Financing Letters, (y) the accuracy Letters and assuming satisfaction of the representations conditions contained in Sections 7.1 and warranties set forth in Article III hereof and (z) the satisfaction (or waiver) of all of the Company’s and Parent’s conditions to Closing set forth in Article VI7.2, in each case based upon facts and events that Parent has knowledge of as of the date hereof, the aggregate amounts committed pursuant to the Financing Letters will provide Parent with sufficient immediately available cash funds to (i) satisfy all payment obligations of Parent and Merger Sub contemplated at and as of the Closing Date with sufficient available funds (after netting out the roll-over of then existing debt under the Xxxxx Fargo Credit Agreement, original issue discount and similar premiums and charges provided under the Financing Letters and the Redacted Fee Letter), together with cash or cash equivalents held by this Agreement Parent, Merger Sub and, to the extent available for application accordingly and without violating any agreement or arrangement to which it or any of them are a party or resulting in connection with it failing to meet any requirements of or conditions applicable to it or its Subsidiaries under the Merger terms of any of the Financing Letters (including the payment of Debt Financing), the Company and its Subsidiaries, to consummate the Merger and to make all amounts payable at payments (i) required to be made by Parent or Merger Sub in connection therewith on, or accrued as of, the Closing pursuant to Article I in connection with or as a result of the MergerDate, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 1.72.7, the RSU Consideration, the PSU Consideration and Consideration, the Restricted Stock Consideration, the Option Consideration); (ii) repay, prepay or discharge (after giving effect to the Merger) the principal payment of and accrued and unpaid interest on all indebtedness outstanding any Indebtedness required to be repaid pursuant to repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the terms of this Agreement; (iii) pay Merger, and all fees and expenses required other amounts to be paid at the Closing by the Company, Parent, Parent and Merger Sub pursuant to this Agreement or any of their respective Affiliates otherwise in connection with the Merger and under or the Financing Letters; and (iv) satisfy financing thereof or the condition set forth Closing, in Paragraph 11 of Exhibit C to each case payable on or accrued as of, the Debt Commitment Letter Closing Date (such amounts, collectively, the “Required Amounts”) and (ii) of certain transaction expenses in connection with the Merger, in each case, incurred and payable by or at the direction of Parent or Merger Sub pursuant to the Merger Agreement or in connection with the transactions thereby contemplated (and including without limitation costs and expenses incurred by the Company in connection with procurement of the Debt Financing and the consummation of the Sale/Leaseback Transaction (including the Real Estate Note Termination)).

Sufficiency of Financing. Assuming (w) the transactions in the Rollover Agreement are consummated in accordance with the terms thereofThe Financing, (x) the Financing is when funded in accordance with the Financing Letters, (y) the accuracy of the representations and warranties set forth in Article III hereof and (z) the satisfaction (or waiver) of all of the Company’s and Parent’s conditions to Closing set forth in Article VI, in each case based upon facts and events that Parent has knowledge of as of the date hereof, the aggregate amounts committed pursuant to the Financing Letters will provide Parent with sufficient immediately available cash funds to (i) satisfy all payment obligations of Parent and Merger Sub contemplated at and as of the Closing Date with sufficient available funds (after netting out original issue discount and similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Financing Letters), together with cash or cash equivalents held by this Agreement parent, Merger Sub and the Company and its Subsidiaries, to consummate the Merger and to make all payments required to be made in connection with the Merger (including the payment of all amounts payable at therewith on the Closing pursuant to Article I in connection with or as a result of the MergerDate, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 1.72.7, the RSU Consideration, the PSU Consideration and the Option Consideration); (ii) repay, prepay or discharge (after giving effect to the Merger) the principal payment of and accrued and unpaid interest on all any indebtedness outstanding required to be repaid pursuant to the terms of this Agreement; (iii) pay all fees and expenses required to be paid at the Closing by the Companyrepaid, Parentrefinanced, Merger Sub redeemed, retired, cancelled, terminated or any of their respective Affiliates otherwise satisfied or discharged in connection with the Merger and under (including all indebtedness of the Company Group contemplated to be repaid by the Financing Letters; Letters or required by its terms to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger), and (iv) satisfy all other amounts to be paid by Parent and Merger Sub pursuant to this Agreement in connection with the condition set forth Closing and associated costs and expenses of the Merger, in Paragraph 11 each case regardless of Exhibit C to whether payable before or on the Debt Commitment Letter Closing (such amounts, collectively, the “Required Amounts”).

Sufficiency of Financing. Assuming (w) The net proceeds of the transactions in the Rollover Agreement are consummated in accordance with the terms thereofEquity Financing, (x) the Financing is when funded in accordance with the Financing Letters, (y) the accuracy Equity Commitment Letter and assuming satisfaction of the representations conditions contained in Sections 7.1 and warranties set forth in Article III hereof 7.2, will provide Parent on and (z) the satisfaction (or waiver) of all of the Company’s and Parent’s conditions to Closing set forth in Article VI, in each case based upon facts and events that Parent has knowledge of as of the date hereof, the aggregate amounts committed pursuant to the Financing Letters will provide Parent Closing Date with sufficient immediately available funds, together with cash funds or cash equivalents held by Parent, to make payment of (i) satisfy all payment obligations of Parent and Merger Sub contemplated by this Agreement in connection with the Merger (including the payment of all amounts payable at the Closing pursuant to Article I in connection with or as a result of the Merger, including payment of the aggregate cash consideration to which the holders of Company Common Stock Stock, Company Equity Awards and Company Warrants may become entitled to pursuant to Section 1.7this Agreement, the RSU Consideration, the PSU Consideration and the Option Consideration); (ii) repay, prepay or discharge (after giving effect to the Merger) the principal of and accrued and unpaid interest on all indebtedness outstanding any other amount required to be repaid pursuant to paid by Parent or the terms Merger Subs in connection with the consummation of this Agreement; the Transactions (iii) pay all including any fees and expenses payable by Parent or a Merger Sub pursuant to this Agreement), and all out-of-pocket legal, investment bank and other third party advisory fees and expenses, and other fees and expenses, of the Company and its Subsidiaries required to be paid at the Closing by the Company, Parent, Merger Sub Company or any of their respective Affiliates its Subsidiaries in connection with the Merger and under Mergers, including (A) the Financing Letters; premium for the tail insurance policy to be acquired by the Company pursuant to Section 6.9(c) and (ivB) satisfy the condition set forth in Paragraph 11 of Exhibit C fees and expenses owed to the Debt Commitment Letter Special Committee (such amountsas the same were communicated to Parent in writing by the Company prior to the date hereof) (the amounts referred to in this clause (i), collectively, the “Required Amounts”) and (ii) the Debt Paydown Payment (as defined in the Equity Commitment Letter). Guarantor has uncalled capital commitments or otherwise has available funds in excess of the sum of the aggregate amount of the Commitments (as defined in the Equity Commitment Letter) plus the aggregate amount of all other binding commitments and obligations such Guarantor currently has outstanding. For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Parent or any Affiliate of Parent be a condition to any of Parent’s or the Merger Subs’ obligations hereunder.

Sufficiency of Financing. Assuming (w) the transactions in the Rollover Agreement are consummated in accordance with the terms thereofThe Financing, (x) the Financing is when funded in accordance with the Financing Letters, (y) the accuracy of the representations and warranties set forth in Article III hereof and (z) the satisfaction (or waiver) of all of the Company’s and Parent’s conditions to Closing set forth in Article VI, in each case based upon facts and events that Parent has knowledge of as of the date hereof, the aggregate amounts committed pursuant to the Financing Letters will provide Parent with sufficient immediately available cash funds to (i) satisfy all payment obligations of Parent and Merger Sub contemplated by this Agreement at and as of the Closing Date with sufficient available funds (after netting out original issue discount and similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Financing Letters) to consummate the Merger and to make all payments required to be made in connection with the Merger (including the payment of all amounts payable at the Closing pursuant to Article I in connection with or as a result of the Mergertherewith, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 1.72.7, the RSU RSA Consideration, the PSU Consideration and the Option Consideration); (ii) repay, prepay or discharge (after giving effect to the Merger) the principal payment of and accrued and unpaid interest on all any indebtedness outstanding required to be repaid pursuant to the terms of this Agreement; (iii) pay all fees and expenses required to be paid at the Closing by the Companyrepaid, Parentrefinanced, Merger Sub redeemed, retired, cancelled, terminated or any of their respective Affiliates otherwise satisfied or discharged in connection with the Merger and under (including all indebtedness of the Company Group contemplated to be repaid by the Financing Letters; Letters or required by its terms to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger), any amounts due in respect of the Convertible Notes, the Company Warrant Documentation, the Company Call Option Documentation and (iv) satisfy the condition set forth Company Capped Call Documentation and all premiums and fees required to be paid in Paragraph 11 connection therewith and all other amounts to be paid by Parent and Merger Sub pursuant to this Agreement in connection with the Closing and associated costs and expenses of Exhibit C to the Debt Commitment Letter Merger, in each case regardless of whether payable before or after the Closing (such amounts, collectively, the “Required Amounts”).