Equity Financing Letter definition
Examples of Equity Financing Letter in a sentence
The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof.
Notwithstanding anything to the contrary set forth in this Agreement, nothing contained in this Section 5.6 shall require, and in no event shall reasonable best efforts of Parent or Merger Sub be deemed to require, Parent or Merger Sub to seek equity financing from any source other than the Equity Financing Sources, in any amount in excess of, or on other terms and conditions from, the Equity Financing Letter.
This Guaranty, together with the Merger Agreement, the Equity Financing Letter and the Confidentiality Agreement, constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among Parent, Purchaser and the Guarantor or any of their Affiliates on the one hand, and the Company or any of its affiliates on the other hand.
Parent shall promptly notify the Company of (A) the expiration or termination (or attempted or purported termination, whether or not valid) of the Equity Financing Letter, or (B) any refusal by any Equity Financing Source to provide or any stated intent by any Equity Financing Source to refuse to provide the full financing contemplated by the Equity Financing Letter.
Prior to or on the date hereof, Purchaser has delivered to Seller true and complete copies of (i) an equity financing commitment letter or letters from TPG III and TPG IV to provide the Equity Funds (the "Equity Financing Letter") and (ii) one or more "highly confident" letters from Credit Suisse First Boston LLC with respect to debt financing in form and substance as attached hereto as Exhibit C, in an aggregate amount not less than $1,150,000,000.
No Parent Related Party (other than Parent, Merger Sub and, solely as and to the extent specified, and in accordance with, and subject to the terms and conditions of, this Agreement, the Limited Guarantee or the Equity Financing Letter, as applicable, the Fund) shall have any liability for any obligations or liabilities of any party hereto under this Agreement, the Equity Financing Letter or the Limited Guarantee or the transactions contemplated hereby or thereby.
Guarantor acknowledges and agrees that the Company is an express third party beneficiary of the Equity Financing Letter as and to the extent expressly set forth therein.
The Equity Financing Letter provides that, subject to the terms and conditions contained therein, the Company is a third party beneficiary thereto with respect to the provisions therein.
Assuming the satisfaction or waiver of the conditions to Buyer’s obligation to consummate the Closing contained in Section 6.01 and 6.02, To the Knowledge of Buyer, there is no reason to believe that any of the conditions to any Equity Financing will not be satisfied or that any Equity Financing will not be consummated in connection with the Closing in accordance with the terms of the Equity Financing Letter for such Equity Financing.
Assuming the accuracy of the Company’s representations contained herein, as of the date hereof, Parent and Merger Sub have no reason to believe that they will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by them contained in the Equity Financing Letter.