Common use of Commitment Letters Clause in Contracts

Commitment Letters. Buyer has, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer has delivered prior to the Execution Date to the MLP Parties true and complete copies of (a) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements and the Buyer Credit Agreement (the “Debt Refinancing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to finance any required repurchase of the Buyer Notes (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the Refinancing Commitment Letter, the “Commitment Letters”). The Commitment Letters have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law)), and, to the Knowledge of the Buyer Parties, are not subject to any conditions precedent related to or other contingencies (including pursuant to any “flex” provisions other than the “flex” provisions contained in the “Fee Letter” as defined in the Commitment Letters) to the funding of the full amounts contemplated thereby that are not set forth in the copies of the Commitment Letters. The Commitment Letters have not been amended or modified prior to the Execution Date and the respective commitments contained in the Commitment Letters have not been reduced, withdrawn or rescinded prior to the Execution Date. As of the Execution Date, the Buyer Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by Buyer under any term or condition of the Commitment Letters, and, as of the Execution Date, the Buyer Parties have no reason to believe that Buyer or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution Date.

Commitment Letters. Buyer has, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer Holdco I has delivered prior to the Execution Date to the MLP Parties Company true and complete copies of (a) executed equity commitment letters, dated as of the date hereof (the “Equity Commitment Letters”), pursuant to which the Equity Financing Sources have committed, upon the terms and subject to the conditions thereof, to invest in Holdco I (directly or indirectly) the cash amount set forth therein (the “Equity Financing”), and (b) an executed debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements between Holdco I and the Buyer Credit Agreement Debt Financing Sources party thereto (the “Debt Refinancing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to finance any required repurchase of the Buyer Notes (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the Refinancing Equity Commitment LetterLetters, the “Commitment Letters”). The Commitment Letters , pursuant to which the Debt Financing Sources party thereto have been duly executed agreed, upon the terms and delivered by Buyer subject to the conditions thereof, to lend the amounts set forth therein for the purposes of financing the Contemplated Transactions and related fees and expenses (the “Debt Financing” and, assuming together with the due authorizationEquity Financing, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law)), and, to the Knowledge of the Buyer Parties, are not subject to any conditions precedent related to or other contingencies (including pursuant to any “flex” provisions other than the “flex” provisions contained in the “Fee Letter” as defined in the Commitment Letters) to the funding of the full amounts contemplated thereby that are not set forth in the copies of the Commitment LettersFinancing”). The Commitment Letters have not been amended amended, restated or otherwise modified or waived prior to the Execution Date and the date of this Agreement. The respective commitments contained in the Commitment Letters have not been reducedwithdrawn, withdrawn modified or rescinded in any respect prior to the Execution Datedate of this Agreement. As of the Execution Datedate hereof, the Buyer Parties Commitment Letters are not aware in full force and effect and constitute the legal, valid and binding obligation of any event that has occurred whichHoldco I and, with to the knowledge of Holdco I, each of the other parties thereto, in each case, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or without noticeaffecting creditors’ rights and to general equity principles. As of the date hereof, lapse there are no conditions precedent related to the funding of time or both, would constitute a default or breach the full amount of the Financing contemplated by Buyer under any term or condition the Commitment Letters to be funded on the Closing Date other than as expressly set forth in the Commitment Letters. Subject to the terms and conditions of the Commitment Letters, and, as the satisfaction of the Execution conditions contained in Article 6 hereof and the completion of the Marketing Period, the net proceeds contemplated from the Financing, will, in the aggregate, be sufficient for the satisfaction of all of Holdco I’s obligations under this Agreement required to be paid on the Closing Date, including the Buyer Parties payment of (i) the Closing Consideration and any other amounts required to be paid by or on behalf of Holdco I pursuant to this Agreement on the Closing Date and (ii) all fees and expenses and other payment obligations required to be paid or satisfied by Holdco I on the Closing Date in connection with the Contemplated Transactions and the Financing. As of the date of this Agreement, (x) subject to the accuracy in all material respects of the representations and warranties set forth in Article 3, no event has occurred that would constitute a breach or default (or an event which with notice or lapse of time or both could constitute a breach or default) on the part of Holdco I under the Commitment Letters or, to the knowledge of Holdco I, any other party to the Commitment Letters, and (y) subject to the satisfaction of the conditions contained in Article 6 hereof and the completion of the Marketing Period, Holdco I does not have no any reason to believe that Buyer or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Holdco I’s obligations under this Agreement on the Closing Date will not be available to Holdco I at the Closing. Holdco I has fully paid all commitment fees or other fees (if any) required to be satisfied paid prior to the date hereof pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution Date.

Commitment Letters. Buyer has, and will The Recipient Parties have at Closing, sufficient cash to pay the Cash Consideration. Buyer has delivered prior to the Execution Date to the MLP Contributing Parties true and complete copies of (a) the debt executed commitment letter, dated as of the date hereof, hereof by and among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements NRGY and the Buyer Credit Agreement (Financing Sources regarding the “Debt Refinancing”) terms and conditions of the financing to be provided by such commitment letter attached hereto as Exhibit C (such commitment letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Datethereto and each such fee letter and engagement letter, collectively, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to finance any required repurchase of the Buyer Notes (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the Refinancing Commitment Letter, the “NRGY Commitment Letters”). The NRGY Commitment Letters have been duly executed and delivered by Buyer NRGY and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of Buyer, NRGY enforceable against Buyer NRGY in accordance with its their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at law)), ) and, to the Knowledge knowledge of the Buyer Parties, NRGY GP are not subject to any conditions precedent related to or other contingencies (including pursuant to any “flex” provisions other than the “flex” provisions contained in the “Fee Letter” as defined in the Commitment Letters) to the funding of the full amounts contemplated thereby net proceeds of the Debt Financing that are not set forth in the copies of the NRGY Commitment Letters. The NRGY Commitment Letters have not been amended or modified prior to the Execution Date date hereof and the respective commitments contained in the NRGY Commitment Letters have not been reduced, withdrawn or rescinded prior to the Execution Datedate hereof. As of the Execution Datedate hereof, the Buyer Recipient Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by Buyer NRGY under any term or condition of the NRGY Commitment Letters, and, as of the Execution Datedate hereof, the Buyer Recipient Parties have no reason to believe that Buyer NRGY or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing to be satisfied pursuant to the NRGY Commitment Letters. Buyer NRGY or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the NRGY Commitment Letters to be paid by the Execution Datedate hereof.

Commitment Letters. Buyer has, and will The Contributing Parties have at Closing, sufficient cash to pay the Cash Consideration. Buyer has delivered prior to the Execution Date to the MLP Recipient Parties true and complete copies of (a) the debt executed commitment letter, dated as of the date hereof, hereof by and among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements CH and the Buyer Credit Agreement (Financing Sources regarding the “Debt Refinancing”) terms and conditions of the financing to be provided by such commitment letter attached hereto as Exhibit B (such commitment letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Datethereto and each such fee letter and engagement letter, collectively, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to finance any required repurchase of the Buyer Notes (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the Refinancing Commitment Letter, the “CH Commitment Letters”). The CH Commitment Letters have been duly executed and delivered by Buyer CH and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of Buyer, CH enforceable against Buyer CH in accordance with its their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at law)), ) and, to the Knowledge knowledge of the Buyer PartiesCH, and are not subject to any conditions precedent related to or other contingencies (including pursuant to any “flex” provisions other than the “flex” provisions contained in the “Fee Letter” as defined in the Commitment Letters) to the funding of the full amounts contemplated thereby net proceeds of the Debt Financing that are not set forth in the copies of the CH Commitment Letters. The CH Commitment Letters have not been amended or modified prior to the Execution Date date hereof and the respective commitments contained in the CH Commitment Letters have not been reduced, withdrawn or rescinded prior to the Execution Datedate hereof. As of the Execution Datedate hereof, the Buyer Contributing Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by Buyer CH under any term or condition of the CH Commitment Letters, and, as of the Execution Datedate hereof, the Buyer Contributing Parties have no reason to believe that Buyer CH or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing to be satisfied pursuant to the CH Commitment Letters. Buyer CH or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the CH Commitment Letters to be paid by the Execution Datedate hereof.