Committed Financing. (a) Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the Committed Financing or any Substitute Financing in an amount equal to the Required Amount, including, using reasonable best efforts to (i) (A) maintain in effect the Debt Commitment Letter and (B) negotiate, enter into and deliver definitive agreements with respect to the Committed Financing reflecting the terms contained in the Debt Commitment Letter (or with other terms agreed by Parent and the Financing Sources, subject to the restrictions on amendments of the Debt Commitment Letter set forth below), so that such any such agreements (other than customary post-closing agreements/deliverables) are in effect no later than the Closing and (ii) satisfy on a timely basis all the conditions to the Committed Financing and the definitive agreements related thereto that are in Parent’s (or its Subsidiaries’) control. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts under the Debt Commitment Letter.
Committed Financing. SRG has an irrevocable, enforceable commitment from several private investors to invest at least $2,500,000 in ICOR immediately following the Closing with SRG and will cause ICOR to close said financing immediately following the Closing.
Committed Financing. Purchaser shall notify Sellers of a withdrawal of Committed Financing within two business days of such withdrawal and such notification shall provide, at Purchaser's election, that either (i) Sellers may immediately terminate this Agreement, or (ii) Purchaser shall use its reasonable best efforts to secure Committed Financing within the ten day period following the withdrawal of Committed Financing. If such Committed Financing is not received within such ten day period, then Purchaser shall immediately notify Sellers of their right to terminate this Agreement. Sellers may terminate this Agreement within ten days of either their receipt of the notice referred to in clause (i) above or the notice referred to in the immediately preceding sentence.
Committed Financing. SRG will cause ICOR to close on the Committed Financing immediately following the Closing.
Committed Financing. Buyer and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible (taking into account the expected timing of the Marketing Period), all things necessary to arrange and obtain the Committed Financing on terms and conditions no less favorable to Buyer and Merger Sub than the terms and conditions described in the Debt Commitment Letter and the Debt Fee Letter (including any related flex terms), including using reasonable best efforts to maintain in effect the Debt Commitment Letter (subject to the Buyer’s and Merger Sub’s right to amend, modify, waive or replace the Debt Commitment Letter in accordance herewith) and using reasonable best efforts to, as promptly as possible (taking into account the expected timing of the Marketing Period), (a) satisfy (or obtain a waiver of) on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions applicable to Buyer and Merger Sub obtaining the Committed Financing set forth therein and that are within Buyer’s and/or Merger Sub’s control, (b) negotiate and enter into definitive agreements with respect thereto on terms no less favorable to Buyer and Merger Sub than the terms and conditions contemplated by the Debt Commitment Letter (including any related flex terms), (c) prepare the necessary marketing materials with respect to the Committed Financing and (d) commence the syndication and/or marketing activities contemplated by the Debt Commitment Letter. Buyer shall give the Company prompt written notice (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in breach or default) by any party to the Debt Commitment Letter or other Debt Document (as defined below) of which Buyer or Merger Sub becomes aware, (ii) if and when Buyer or Merger Sub becomes aware that any portion of the Committed Financing contemplated by the Debt Commitment Letter (including any related flex terms) will not be available to consummate the Merger, (iii) of the receipt of any written notice or other written communication from any Person with respect to any (A) actual or potential material breach, default, termination or repudiation by any party to the Debt Commitment Letter or other Debt Document or (B) material dispute or disagreement between or among any parties to the Debt Commitment Letter or other Debt Document (but excluding...
Committed Financing. As of the date hereof, Parent has executed commitment letters and other documentation from financial institutions to provide funds, together with available cash, sufficient to pay the Common Stock Cash Consideration and the Preferred Stock Consideration at the Closing, to deliver the Escrow Amount to the Escrow Agent at the Closing and to pay all fees and expenses of (i) Parent and Merger Sub and (ii) the Company for which Parent, by the terms hereof, is required to pay, in each case related to the transactions contemplated by this Agreement; provided, that the committed financing pursuant to the Rights Offering is subject to the Parent Shareholder Approval and the Admission. Parent has provided to the Company copies of all commitment letters and other material documentation (in each case, other than fee information) provided by financial institutions as of the date of this Agreement in regard to the commitments to provide financing for the transactions contemplated by this Agreement.
Committed Financing. The Borrower shall have: (i) obtained from lenders or investors acceptable to the Co-Arrangers, and delivered to the Co- Arrangers complete and accurate copies of, bona fide written commitments for equity or unsecured debt financing available or to be funded to the Borrower substantially contemporaneously herewith in an aggregate amount which, when added to the Revolving Credit Commitments, equals $235,000,000, the terms, conditions and pricing of which unsecured debt financing shall be acceptable to the Co-Arrangers, shall comply with the requirements of Section 10.12(h) hereof, and shall not otherwise be more favorable to the lender(s) than the terms, conditions and pricing provided for herein; (ii) delivered to the Co-Arrangers a schedule acceptable to the Administrative Agent of the Borrower's sources and uses of funds for the twelve calendar months following the date hereof; and (iii) given the Co-Arrangers reasonably detailed written notice of all other requests, proposals, expressions of interest, offers, commitments and letters of intent for unsecured debt financing given or received by or on behalf of the Borrower that is proposed first to be funded or available to the Borrower on or before the date hereof or at any time thereafter prior to the Revolving Credit Termination Date.
Committed Financing. In the case of any Loan requested to be funded on or after November 1, 2000, the Borrower shall have obtained from lenders or investors reasonably acceptable to the Co-Arrangers, and delivered to the Co-Arrangers complete and accurate copies of, bona fide written commitments for equity or unsecured debt financing then available or to be funded to the Borrower in an aggregate amount which, when added to (i) the Revolving Credit Commitments and (ii) the commitments obtained pursuant to Section 6.1 (j) hereof, equals $275,000,000, the terms, conditions and pricing of which unsecured debt financing shall be reasonably acceptable to the Co-Arrangers, shall comply with the requirements of Section 10.12(h) hereof, and shall not otherwise be more favorable to the lender(s) than the terms, conditions and pricing provided for herein. Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to a Borrowing or a Notice of Conversion/Continuation with respect to any Loan and each acceptance by the Borrower of the proceeds of each Loan made, converted or continued hereunder, shall constitute a representation and warranty by the Borrower as of the Funding Date in respect of such Borrowing or Loan and the date of conversion or continuation, that all the conditions contained in this Section 6.2 have been satisfied or waived in accordance with Section 15.7.
Committed Financing. If XL Group or any of its Subsidiaries enters into any Committed Financing prior to the Closing Date, and the conditions to availability thereunder are no more restrictive than the conditions precedent set forth in Section 5.02, then the Borrower shall (within two Business Days thereof) notify the Administrative Agent in writing of such Committed Financing and the Commitments shall be automatically reduced by the Pounds Sterling Equivalent of the committed principal amount of such Committed Financing on the date that XL Group or its applicable Subsidiary entered into a definitive loan or other applicable agreement for such Committed Financing.
Committed Financing. The Lender shall have received and reviewed to its satisfaction information that shows that the amount of committed financing available to the Borrowers shall be sufficient to meet the ongoing financing needs of the Borrowers after giving effect to the transactions contemplated by this Amendment, and that there shall be not less than $2,000,000 of excess availability under the Revolving Loans at the Closing Date, as a counter to the Borrowers' concentrated receivables in IBM and Compaq.
