Substitute Debt Financing definition

Substitute Debt Financing has the meaning set forth in Section 6.15(b).

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Substitute Debt Financing has the meaning set forth in Section 6.15(b). “Surviving Corporation” has the meaning set forth in Section 2.2.

Substitute Debt Financing means alternative debt financing for all or any applicable portion of the Debt Financing, on terms (including structure, covenants and pricing) not materially less favorable (taken as a whole) to Oryx (as reasonably determined by Oryx) or as otherwise acceptable to Oryx and with lenders or holders, as applicable, reasonably satisfactory to Oryx, from the same or alternative sources, which may include one or more of a senior secured debt financing or other financing, or any combination thereof, in an amount such that the aggregate funds that would be available to Oryx at the Closing, including other available cash sources, will be sufficient to satisfy Oryx’s obligations under this Agreement and to consummate the transactions contemplated hereby and to pay all fees and expenses required to be paid in connection herewith and with the Debt Financing; provided that, (x) at the time that any Substitute Financing Commitment is delivered to Plains Parent by Oryx, Oryx and Middle Cadence shall be deemed to make the representations and warranties set forth in Section 5.17 with respect to such Substitute Debt Financing (with each reference to “as of the date hereof” or similar phrasing to be deemed a reference to the date of such commitment), (y) such Substitute Debt Financing does not contain any new or additional condition from those set forth in the Debt Commitment Letter substituted by such Substitute Debt Financing, which would be reasonably expected to materially delay, impede or prevent the Closing or make the timely funding of the Debt Financing on or prior to the Closing Date less likely to occur, and (z) such Substitute Debt Financing shall not adversely impact the ability of Oryx to enforce its respective rights against other parties to the Debt Commitment Letter or the definitive agreements with respect to the Debt Financing.

Examples of Substitute Debt Financing in a sentence

• Upon obtaining any commitment for any such Substitute Debt Financing, such financing shall be deemed to be a part of the “Financing” and any commitment letter for such Substitute Debt Financing shall be deemed the “Commitment Letter” for all purposes of this Agreement.

• The terms of Sections 5.17(a) and 5.17(b), with respect to the Debt Financing and the Debt Commitment Letter, shall apply to the Substitute Debt Financing and the Substitute Financing Commitments, mutatis mutandis.

• Upon obtaining any commitment for any such Substitute Debt Financing, such financing shall be deemed to be a part of the “Debt Financing” and any commitment letter for such Substitute Debt Financing shall be deemed the “Debt Letters” for all purposes of this Agreement.

• In the event that any portion of the Debt Financing becomes unavailable, Oryx shall give Plains Parent prompt written notice thereof (and in any event within two Business Days) and shall use its commercially reasonable efforts to arrange and to obtain a Substitute Debt Financing as promptly as practicable following the occurrence of such event.

• If Merger Sub shall seek Substitute Debt Financing, Merger Sub shall use all commercially reasonable efforts to cause the financing necessary for satisfaction of the condition set forth in Section 9.3(c) to be obtained on the terms set forth for the Substitute Debt Financings.

• Upon obtaining any commitment for any such Substitute Debt Financing, such financing shall be deemed to be a part of the “Debt Financing” and any commitment letter and related fee letters for such Substitute Debt Financing shall be deemed the applicable “Debt Commitment Letter”, “Fee Letter” and “Debt Letters”, as applicable, for all purposes of this Agreement.

• Upon obtaining any commitment for any such Substitute Debt Financing, such financing shall be deemed to be a part of the “Financing” and any commitment letter for such Substitute Debt Financing shall be deemed the “Commitment Letters” for all purposes of this Agreement.

• Oryx shall deliver promptly (and in any event within two Business Days) to Plains Parent true, accurate and complete copies of all agreements (provided that any fee letter will be redacted in a customary manner) pursuant to which any such alternative sources of the Substitute Debt Financing shall have committed to provide any portion of the Debt Financing (the “Substitute Financing Commitments”).

• Parent and Merger Sub shall deliver to the Company true, correct and complete copies of all contracts or agreements (including any Redacted Fee Letter) pursuant to which any such alternative source shall have committed to provide any portion of the Substitute Debt Financing.

• The Partner Member shall deliver promptly to the Dominion Member true and complete copies of all agreements (provided that any fee letter will be redacted in a customary manner) pursuant to which any such alternative sources of the Substitute Debt Financing shall have committed to provide any portion of the Debt Financing.

More Definitions of Substitute Debt Financing

Substitute Debt Financing means alternative debt financing for all or any applicable portion of the Debt Financing, on terms (including structure, covenants and pricing) not materially less favorable (taken as a whole) to the Partner Member than those contained in the Debt Commitment Letter or as otherwise acceptable to the Partner Member and with lenders or holders, as applicable, reasonably satisfactory to the Partner Member, from the same or alternative sources, which may include one or more of a senior secured debt financing or other financing, or any combination thereof, in an amount such that the aggregate funds that would be available to the Partner Member at the Closing, including other available cash sources, will be sufficient to satisfy the Partner Member’s obligations under this Agreement and to consummate the transactions contemplated hereby and to pay all fees and expenses required to be paid in connection herewith and with the Debt Financing; provided, that such Substitute Debt Financing shall not, without the prior written consent of the Dominion Member contain new or additional conditions to funding and Closing, or otherwise modify or expand any condition to funding or Closing, in each case, in any manner that would reasonably be expected to materially delay, impede or prevent the Closing.

Substitute Debt Financing means alternative debt financing for all or any applicable portion of the Debt Financing, on terms (including structure, covenants and pricing) not materially less favorable (taken as a whole) to Oryx (as reasonably determined by Oryx) or as otherwise acceptable to Oryx and with lenders or holders, as applicable, reasonably satisfactory to Oryx, from the same or alternative sources, which may include one or more of a senior secured debt financing or other financing, or any combination thereof, in an amount such that the aggregate funds that would be available to Oryx at the Closing, including other available cash sources, will be sufficient to satisfy Oryx’s obligations under this Agreement and to consummate the transactions contemplated hereby and to pay all fees and expenses required to be paid in connection herewith and with the Debt Financing; provided that,

Substitute Debt Financing has the meaning set forth in Section 5.12(a).

Substitute Debt Financing shall also include substitute debt financing in an aggregate amount greater than the amount set forth in the Indebtedness Commitment Letters, with or without a corresponding reduction in the committed equity.