Common use of Commitment Letters Clause in Contracts

Commitment Letters. (i) Buyer has delivered to Seller a true, accurate and complete copy of a fully executed equity commitment letter dated the date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “Equity Commitment Letter”) from the Sponsor, relating to the commitment of the Sponsor, upon the terms and subject to the conditions set forth therein, to provide Buyer with equity financing in the amount set forth therein (such amount, the “Cash Equity” and such financing the “Equity Financing”) for the purpose of funding the transactions contemplated hereby. (ii) Buyer has delivered to Seller a true, accurate and complete copy of a fully executed debt commitment letter dated the date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “Debt Commitment Letters” and together with the Equity Commitment Letter, the “Commitment Letters”) from Midcap Financial Trust, Fifth Street Management LLC and NewStar Financial, Inc. (collectively with their respective affiliates (the “Lender”), relating to the commitment of the Lender, upon the terms and subject to the conditions set forth therein, to lend Buyer the amounts set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”) for the purpose of funding the transactions contemplated hereby.

Commitment Letters. (i) Buyer has delivered to Seller a true, accurate and complete copy of a fully executed equity commitment letter dated the date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “Equity Commitment Letter”) from the Sponsor, relating to the commitment of the Sponsor, upon the terms and subject to the conditions set forth therein, to provide Buyer with equity financing in the amount set forth therein (such amount, the “Cash Equity” and such financing the “Equity Financing”) for the purpose of funding the transactions contemplated hereby. (ii) . Buyer has delivered to Seller a true, accurate and complete copy of a fully executed debt commitment letter dated the date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “Debt Commitment Letters” and together with the Equity Commitment Letter, the “Commitment Letters”) from Midcap Financial Trust, Fifth Street Management LLC and NewStar Financial, Inc. (collectively with their respective affiliates (the “Lender”), relating to the commitment of the Lender, upon the terms and subject to the conditions set forth therein, to lend Buyer the amounts set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”) for the purpose of funding the transactions contemplated hereby.

Commitment Letters. Concurrently with the execution of this Agreement, ▇▇▇▇▇▇ has delivered to the Company true, complete and correct copies of (i) Buyer has delivered to Seller a true, accurate and complete copy of a the fully executed equity commitment letter dated the date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof letters (the “Equity Commitment Letters”), dated as of the date of this Agreement, pursuant to which the Investors (as defined therein) have committed, subject only to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of consummating the Merger (such financing, together with the Internal Financing, the “Equity Financing”) and (ii) the fully executed debt commitment letter, dated as of November 21, 2024, addressed to Parent (or its Affiliate) from the Financing Sources party thereto (together with all annexes, exhibits, schedules and other attachments thereto and as amended, supplemented or modified from time to time in accordance with its terms and to the extent permitted by Section 6.5, the “Debt Commitment Letter”) from and the Sponsorfee letter(s) referred to in the Debt Commitment Letter, relating which (A) may be redacted with respect to pricing terms, fee amounts, “price flex”, other economic or “flex” provisions and any other provisions that are customarily redacted in connection with merger agreements of this type, and (B) may not be redacted with respect to any terms that would have the commitment effect of a Prohibited Financing Modification (such fee letters, as redacted, “Redacted Fee Letters”, such Debt Commitment Letter and each such Redacted Fee Letter, collectively, the Sponsor“Debt Financing Commitment” and, upon together with the Equity Commitment Letters, the “Financing Commitments”), pursuant to which, the Financing Sources party thereto have committed, on the terms and subject only to the conditions set forth therein, to provide Buyer (or cause to be provided) Parent (or its Affiliate) with equity debt financing in the amount set forth amounts specified therein (such amount, the “Cash Equity” and such financing the “Equity Financing”) for the purpose of funding financing the Merger and the other transactions contemplated hereby. hereby and the related fees and expenses (ii) Buyer has delivered to Seller a truesuch financing, accurate and complete copy of a fully executed debt commitment letter dated the date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “Debt Commitment Letters” and together with the Equity Commitment Letter, the “Commitment Letters”) from Midcap Financial Trust, Fifth Street Management LLC and NewStar Financial, Inc. (collectively with their respective affiliates (the “Lender”), relating to the commitment of the Lender, upon the terms and subject to the conditions set forth therein, to lend Buyer the amounts set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”). The Equity Commitment Letters provides that (x) for the purpose Company is an express third-party beneficiary thereof in connection with the Company’s exercise of funding its rights under Section 9.10(b) and (y) subject in all respects to Section 9.10(b), Parent will not oppose the transactions contemplated herebygranting of an injunction, specific performance or other equitable relief on the basis that there is adequate remedy at law in connection with the exercise of any such third-party beneficiary rights.

Commitment Letters. (i) Buyer has delivered to Seller the Company a true, accurate and complete copy of a the fully executed equity commitment letter dated the date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “Equity Commitment Letter”) from Carlyle U.S. Equity Opportunity Fund II, L.P., a Cayman Islands exempted limited partnership (the Sponsor“Equity Investor”), relating to the commitment of the SponsorEquity Investor, upon the terms and subject to the conditions set forth therein, to provide Buyer with equity financing in the aggregate amount set forth therein (such amount, the “Cash Equity” and such financing the “Equity Financing”) solely for the purpose of funding the transactions contemplated hereby. The Equity Commitment Letter expressly provides, and will continue to expressly provide, that the Company and each Seller are intended third-party beneficiaries thereof for the purposes set forth therein. (ii) Buyer has delivered to Seller a the Company true, accurate and complete copy copies of a fully executed debt commitment letter letters dated the date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “Debt Commitment Letters” and and, together with the Equity Commitment Letter, the “Commitment Letters”) from Midcap Financial Trust, Fifth Street Management LLC and NewStar Financial, Inc. (collectively with their respective affiliates (the “Lender”)Lenders, relating to the commitment of the LenderLenders, upon the terms and subject to the conditions set forth therein, to lend Buyer the amounts set forth therein (the “Debt Financing” and, together with the Equity Financing, the “FinancingFinancings”) solely for the purpose of funding the transactions contemplated hereby; provided that the economic terms in a copy of any fee letter delivered pursuant hereto may be customarily redacted.