Debt Commitment Letter. A true and complete copy of the fully executed Debt Commitment Letter as in effect on the date hereof has been provided to the Company. Parent has fully paid any and all commitment or other fees required by the Debt Commitment Letter to be paid on or before the date hereof. As of the date hereof, the Debt Commitment Letter is valid and in full force and effect and enforceable against Parent and, to the knowledge of Parent, each other party thereto, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. As of the date hereof, there are no conditions precedent or other contingencies related to the Financing as contemplated by the Debt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter (such conditions, the “Financing Conditions”), and none of the commitments contained in the Debt Commitment Letter have been withdrawn or rescinded in any respect. Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the Financing or transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letter and the fee letters and engagement letters related thereto. Neither such fee letters nor such engagement letters contain any term or condition that could affect the initial funding of the Financing or the availability of the Financing. The aggregate proceeds of the Financing contemplated by the Debt Commitment Letter, together with the available cash on hand at Parent on the Closing Date, will be sufficient for Merger Sub and the Surviving Corporation to make all Closing Date Payments and to pay all fees and expenses required to be paid by Parent or Merger Sub in connection with the transactions contemplated by this Agreement. As of the date hereof, neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent and Merger Sub on the Closing Date.
Debt Commitment Letter. Parent has delivered to the Company a true, correct and complete copy of (i) a fully executed debt commitment letter of even date herewith from the Financing Commitment Sources (together with all exhibits, annexes, schedules and term sheets attached thereto and with the Redacted Fee Letter, in each case as amended, modified, supplemented, replaced or extended from time to time after the Agreement Date, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Letters”) and (ii) the Redacted Fee Letter, pursuant to which such financial institutions have agreed to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”).
Debt Commitment Letter. To the extent Purchaser agrees to any amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter or the fee letter related thereto or enters into other agreements or arrangements in respect of any Financing (including alternative financing), Purchaser shall promptly deliver to Seller copies thereof (which may, in the case of fee letters, be redacted to remove fees, the rates and amounts in the “market flex”, if any, and other terms that would not adversely affect the amount, conditionality, availability or termination of the Financing contemplated thereby). Purchaser shall give Seller prompt (and in any event within five (5) business days) written notice of any circumstance of which Purchaser becomes aware that could reasonably be expected to materially and adversely affect the timely availability of, or the amount of, the Financing. Purchaser shall keep Seller informed, at Seller’s reasonable request from time to time, of the status of its efforts to arrange and consummate the Financing.
Debt Commitment Letter. “Debt Commitment Letter” is defined in Section 3.9 of the Agreement.
Debt Commitment Letter. At the Closing, the Purchaser shall cause the Investor to enter into and deliver the Debt Commitment Letter. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to execute and deliver such documents and take such other actions (other than the satisfaction or removal of Encumbrances) as may be required to satisfy the conditions to the initial advance under the Debt Commitment Letter on or before the effective date of the Plan. On the effective date of the Plan, the Purchaser shall cause the Investor to make the initial advance under the Debt Commitment Letter subject to the terms and conditions set forth therein (unless the Debt Commitment Letter has otherwise terminated in accordance with its terms).
Debt Commitment Letter. Section 7.15 Debt Financing – Section 8.13(a)
Debt Commitment Letter. “Debt Commitment Letter” shall have the meaning set forth in Section 4.6(a).
Debt Commitment Letter. The Buyer or Buyer Sub shall keep the Company informed on a current basis in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any amendment or modification to be made to, or any waiver of any provision of or remedy under, the Debt Commitment Letter in any respect adverse and material, when taken as a whole, to the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed (it being understood that the Buyer may agree to amend the Debt Commitment Letter to provide for the assignment of a portion of the debt commitment to additional agents or arrangers and granting such persons approval rights with respect to certain matters as are customarily granted to additional agents or arrangers).
Debt Commitment Letter. CEH LLC shall (a) use reasonable best efforts to perform and comply with its obligations and actions required of it to satisfy the obligations and conditions under the Debt Commitment Letter until the consummation of the Pinnacle Merger; (b) use reasonable best efforts to perform and comply with its obligations and actions required of it to satisfy the obligations and conditions under the Pinnacle Senior Credit Facility from and after the consummation of the Pinnacle Merger until and as of the Closing; (c) deliver to the Company and the Designated Representative, a copy of the Pinnacle Senior Credit Facility upon consummation of the Pinnacle Merger; and (d) use its reasonable best efforts to effectuate the High Yield Offering prior to, at or as of the Closing.
Debt Commitment Letter. “Debt Commitment Letter” means the debt commitment letter among MIFSA, Deutsche Bank AG New York Branch, and Deutsche Bank Securities Inc., dated as of the date hereof, as it may be amended, supplemented, replaced or otherwise modified pursuant to Section 6.14, together with all exhibits, schedules and annexes thereto, pursuant to which the financial institutions party thereto have agreed, subject only to the conditions to availability of the Debt Financing expressly set forth therein, to provide or cause to be provided the debt financing set forth therein for the purposes of financing the Transactions.
