Debt Financing Commitments definition

Debt Financing Commitments has the meaning set forth in Section 5.7.

Debt Financing Commitments as used herein shall be deemed to include the Debt Financing Commitments that are not so superseded at the time in question and the New Financing Commitments to the extent then in effect. Parent shall not amend or modify any Debt Financing Commitment after the date of this Agreement but prior to the Effective Time unless such amendment or modification (a) does not adversely amend or expand upon the conditions precedent to the Debt Financing as set forth in the Debt Financing Commitments without the approval of the Board of Directors of the Company (or the Special Committee if such committee still exists), (b) is not reasonably expected to delay or hinder the Closing and (c) does not reduce the aggregate amount of available Financing. 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 under any term or condition of the Debt Financing Commitments. As of the date of this Agreement, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid to the extent required to be paid prior to the date hereof any and all commitment fees incurred in connection with the Debt Financing Commitments and will pay when due all other commitment fees incurred in connection with the Debt Financing Commitments as and when they become due and payable. Assuming the satisfaction of the conditions set forth in Article VIII, the Debt Financing Commitments, when funded, along with cash on hand, will provide the Surviving Corporation with financing immediately after the Effective Time sufficient to consummate the Merger and the other transactions contemplated hereby (including payment of all amounts that may become payable under the Company Benefit Plans) upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, including payment of all amounts under Article III of this Agreement and all associated costs and expenses (including any refinancing of indebtedness of the Company or Merger Sub required in connection with the transactions contemplated by this Agreement).

Debt Financing Commitments means the Debt Financing Commitments as so amended, supplemented or modified, including any Alternative Financing.

Examples of Debt Financing Commitments in a sentence

• There are no conditions precedent related to the funding of the full amount of the debt financing contemplated by the Debt Financing Commitments other than as expressly set forth in the Debt Financing Commitments.

• As of the date of this Agreement, the Debt Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto.

• In no event shall the receipt or availability of any funds or financing, including under the Debt Financing Commitments, by Parent or Merger Sub or any Affiliate thereof be a condition to any of Parent’s or Merger Sub’s obligations hereunder.

• As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Debt Financing Commitments by Parent or Merger Sub or, to the knowledge of Parent, any other party to the Debt Financing Commitments.

• As of the date of this Agreement, assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Debt Financing Commitments.

More Definitions of Debt Financing Commitments

Debt Financing Commitments shall have the meaning set forth in Section 3.2(g).

Debt Financing Commitments has the meaning set forth in ss.4(b).

Debt Financing Commitments as defined in Section 4.3.

Debt Financing Commitments means the Initial Debt Financing Commitment and any portion of the Additional Financing Commitment, if any, which consists of debt financing;

Debt Financing Commitments means the Debt Financing Commitments as so amended, replaced, supplemented or modified in accordance with this ‎Section 7.12(a).

Debt Financing Commitments as used in this Agreement shall be deemed to include any Alternative Debt Commitment Letter.

Debt Financing Commitments means (a) the executed commitment letters, dated as of the date hereof, by and among Parent, Merger Sub and the other parties party thereto (as the same may be modified, amended or replaced) pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt financing set forth therein, and (b) any executed commitment letter or other agreement (as the same may be modified, amended or replaced) with respect to any alternative debt financing from alternative sources that is procured, obtained or otherwise arranged or facilitated by Parent or Merger Sub for any reason in order to consummate the transactions contemplated by this Agreement.