Alternative Financing. Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including (i) maintaining in effect the Debt Commitment Letters until the Merger and the transactions contemplated in connection therewith are consummated in accordance with their respective terms (subject to amendment, modification and replacement as may be permitted under Section 6.6), (ii) satisfying, or causing to be satisfied, on a timely basis all conditions to the closing of and funding under the Debt Commitment Letters applicable to Parent and/or Merger Sub that are within its control, including paying when due all commitment fees and other fees arising under the Debt Commitment Letters as and when they become due and payable thereunder, and (iii) consummating the Debt Financing at or prior to the Effective Time in accordance with the terms of the Debt Commitment Letters; provided that Parent and/or Merger Sub may amend or modify the Debt Commitment Letters, and/or elect to replace all or any portion of the Debt Financing or increase the amount of debt financing to be obtained with alternative debt financing subject only to such conditions to funding as are substantially similar, or are not less favorable in aggregate, from the standpoint of the Company and its shareholders, than the terms and conditions as set forth in the Debt Commitment Letters as in effect on the date hereof (the “Alternative Financing”), in each case only so long as (A) the aggregate proceeds of the Debt Financing (as amended or modified) and/or the Alternative Financing, together with the amount of cash of the Company and its Subsidiaries on a consolidated basis, in each case available on the Closing Date, will be sufficient to fund the Required Amount and (B) such amendment or modification or the Alternative Financing contains no incremental conditionality to funding relating to the Debt Financing and would not prevent, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement. Parent shall deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) (except for customary engagement and fee letters) as promptly as reasonably practicable after execution thereof. In the event a portion of the Debt Financing (in an amount sufficient to cause the remaining portion of the Debt Financing to fall below the Required Amount) becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters such that and to the extent is not replaced by the Alternative Financing, Parent shall promptly notify the Company.
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Alternative Financing. Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including (i) maintaining in effect Acquiror shall have the Debt Commitment Letters until the Merger and the transactions contemplated in connection therewith are consummated in accordance with their respective terms (subject right from time to amendmenttime to amend, modification and replacement as may be permitted under Section 6.6)replace, (ii) satisfyingsupplement or otherwise modify, or causing to be satisfiedwaive any of its rights under, on a timely basis all conditions the Commitment Letter or any definitive agreements with respect to the closing of and funding under Acquisition Financing provided for in the Debt Commitment Letters applicable to Parent and/or Merger Sub that are within its control, including paying when due all commitment fees and other fees arising under the Debt Commitment Letters as and when they become due and payable thereunder, and (iii) consummating the Debt Financing at or prior to the Effective Time in accordance with the terms of the Debt Commitment Letters; provided that Parent and/or Merger Sub may amend or modify the Debt Commitment LettersLetter, and/or elect to replace substitute other debt or equity financing (“Alternative Financing”) for all or any portion of the Debt Acquisition Financing or increase the amount of debt financing to be obtained with alternative debt financing subject only to such conditions to funding as are substantially similar, or are not less favorable in aggregate, from the standpoint same and/or other Alternative Financing Sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Company and its shareholders, than Commitment Letter or any definitive agreements with respect to the terms and Acquisition Financing that amends the Acquisition Financing and/or the substitution of Alternative Financing for all or any portion of the Acquisition Financing shall not (A) expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Acquisition Financing as set forth in the Debt Commitment Letters Letter, (B) contain terms that would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated hereunder beyond the timing contemplated by the prior Commitment Letter, (C) except to the extent that Alternative Financing shall replace all or part of the Acquisition Financing provided for in the Commitment Letter, adversely impact the ability of Acquiror to enforce its rights against the Lender under the Commitment Letter or the definitive agreements with respect thereto and (D) cause the aggregate amount of the Acquisition Financing and the Alternative Financing to be less than the amount of the Acquisition Financing provided for in the Commitment Letter as in effect on of the date hereof hereof.
(ii) Acquiror shall be permitted to reduce the “Alternative Financing”)amount of Acquisition Financing under the Commitment Letter or any definitive agreements with respect to the Acquisition Financing in its reasonable discretion, in each case only so long as (A) provided that Acquiror shall not reduce the aggregate proceeds of Acquisition Financing to an amount committed below the Debt Financing (as amended or modified) and/or the Alternative Financingamount that is required, together with the amount proceeds of cash of the Company and its Subsidiaries on a consolidated basis, in each case available on the Closing Date, will be sufficient to fund the Required Amount and (B) such amendment or modification or the any Alternative Financing contains no incremental conditionality to funding relating to and the Debt Financing financial resources of Acquiror, including cash on hand and would not preventmarketable securities of Acquiror, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the transactions contemplated hereunder, and provided, further, that such reduction shall not (A) expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Acquisition Financing as set forth in the Commitment Letter, (B) contain terms that would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated hereunder beyond the timing contemplated by this Agreementthe prior Commitment Letter or (C) adversely impact the ability of Acquiror to enforce its rights against the Lender under the Commitment Letter or the definitive agreements with respect thereto. Parent Acquiror shall deliver disclose to the Company true promptly its intention to amend, replace, supplement or modify the Commitment Letter or any definitive agreements with respect to the Acquisition Financing provided for in the Commitment Letter and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide shall keep the Alternative Financing (the “Alternative Financing Documents”) (except for customary engagement and fee letters) as promptly as Company reasonably practicable after execution thereof. In the event a portion informed of the Debt Financing (in an amount sufficient to cause the remaining portion of the Debt Financing to fall below the Required Amount) becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters such that and to the extent is not replaced by the Alternative Financing, Parent shall promptly notify the Companythereof.
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Sources: Merger Agreement (Clean Harbors Inc)
Alternative Financing. Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts Subsidiary will give the Company prompt notice (a) of any actual or alleged breach or default by any party to obtain any agreement in respect of the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including (i) maintaining in effect the Debt Commitment Letters until the Merger and the transactions contemplated in connection therewith are consummated in accordance with their respective terms (subject to amendment, modification and replacement as may be permitted under Section 6.6)Commitment, (iib) satisfyingof the receipt of any written notice or other written communication from any source of Debt Financing with respect to any actual or alleged breach, default, termination or causing repudiation by any party to be satisfied, on a timely basis all conditions to the closing any agreement in respect of and funding under the Debt Commitment Letters applicable to Parent and/or Merger Sub that are within its control, including paying when due all commitment fees and other fees arising under the Debt Commitment Letters as and when they become due and payable thereunder, and (iii) consummating the Debt Financing at Commitment, or prior (c) if Parent and Merger Subsidiary determine in good faith that they will not be able to the Effective Time in accordance with the terms satisfy any of the Debt Commitment Letters; provided that Parent and/or Merger Sub may amend obligations to, or modify the Debt Commitment Lettersotherwise be able to obtain, and/or elect to replace all some or any portion of the Debt Financing or increase prior to the amount of debt financing to be obtained with alternative debt financing subject only to such conditions to funding as are substantially similar, or are not less favorable in aggregate, from the standpoint of the Company and its shareholders, than the terms and conditions as set forth in the Debt Commitment Letters as in effect on the date hereof (the “Alternative Financing”), in each case only so long as (A) the aggregate proceeds Outside Date. If any portion of the Debt Financing (as amended or modified) and/or the Alternative Financingbecomes unavailable, together with the amount of cash of the Company and its Subsidiaries on a consolidated basis, in each case available on the Closing Date, will be sufficient such portion is required to fund the Required Amount aggregate Merger Consideration, the Option Consideration, amounts necessary to repay all outstanding amounts under the Credit Agreement and (B) such amendment all fees, expenses and other amounts related to or modification or arising out of the Alternative Financing contains no incremental conditionality to funding relating to the Debt Financing and would not preventtransactions contemplated by this Agreement, materially delay or materially impede or impair the ability of Parent and Merger Sub Subsidiary will use their reasonable best efforts to consummate promptly arrange and obtain in replacement thereof alternative financing from alternative sources in an amount sufficient, when added to the portion of the Financing that is available together with any cash or cash equivalents held by the Company as of the Effective Time, to pay in cash the aggregate Merger Consideration, the Option Consideration, amounts necessary to repay all outstanding amounts under the Credit Agreement and all fees, expenses and other amounts relating to or arising out of the transactions contemplated by this Agreement. Parent shall deliver Notwithstanding anything herein to the Company true contrary, in no event will the reasonable best efforts of Parent be deemed or construed to require Parent to, and complete copies Parent will not be required to, (i) pay any fees in excess of all Contracts those contemplated by the Debt Financing Commitment or other arrangements pursuant the redacted fee letter accompanying the Debt Financing Commitment, (ii) agree to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) (except for customary engagement and fee letters) as promptly as reasonably practicable after execution thereof. In the event a portion term that is outside of, or less favorable than, any applicable economic provisions of the Debt Financing Commitment or any related fee letter, or (in an amount sufficient to cause iii) amend or waive any of the remaining portion terms or conditions hereof or under any of the Debt Financing Commitments. Any reference in this Agreement to fall below (A) the Required Amount“Debt Financing” will include any such alternative debt financing, (B) becomes unavailable the “Financing” will include any such alternative financing, (C) the “Debt Financing Commitment” will include any such alternative debt commitment, (D) the “Financing Commitments” will include any such alternative financing commitments, and (E) the “Debt Financing Agreement” will include the definitive agreement(s) with respect to any such alternative debt financing. Parent will keep the Company informed on a reasonably current basis in reasonable detail of the terms status of its efforts to arrange any alternative financing and conditions contemplated in the Debt Commitment Letters such that and provide copies of all documents provided to the extent is not replaced by the Alternative Financing, Parent shall promptly notify lenders or otherwise related to such alternative financing to the Company.
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