Committed Financing Clause Samples

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. (b) Following the reasonable request therefor, Parent shall keep the Partnership reasonably informed on a timely basis of the status of Parent’s and its Subsidiaries’ efforts to obtain the Committed Financing, including providing copies of any amendment, modification or replacement of the Debt Commitment Letter (provided, that any fee letter may be redacted to remove the fee amounts, the rates and amounts included in the “market flex” and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Committed Financing) and shall give the Partnership prompt notice of (x) any material breach or default by any party to the Debt Commitment Letter or the definitive documentation related thereto of which Parent has become aware and (y) any condition precedent of the Committed Financing that Parent has any reason to believe will not be satisfied at the Closing Date; provided that neither Parent nor any of its affiliates shall be under any obligation to disclose any information that is subject to attorney-client or similar privilege to the extent such privilege is asserted in good faith or otherwise would violate or contravene any law or any obligation of confidentiality. Parent may amend, modify, replace, terminate, ...

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. SRG has an irrevocable, enforceable commitment from several private investors to invest at least $2,500,000 in ICOR immediately following the Closing, which SRG will cause ICOR to close immediately following the Closing (the “Committed Financing”). SRG acknowledges that SRG’s receipt of the Committed Financing is a material reason why ICOR is entering into this Agreement.

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. Within 90 days after the Closing Date, the Borrower shall obtain from lenders or investors acceptable to the Co-Agents equity or unsecured debt financing in an aggregate amount, when added to the unsecured debt financing incurred on the Closing Date and under this Agreement, equal to $275,000,000 and the terms, conditions and pricing of such unsecured debt financing shall be reasonably acceptable to the Co-Agents, shall comply with the requirements of Section 10.12(h) hereof, and shall not otherwise be more favorable to the lender(s) thereof than the terms, conditions and pricing provided for herein.

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. 58 ARTICLE X NEGATIVE COVENANTS............................................................................. 58

Committed Financing. Prior to the Closing, the Debt Financing shall have been arranged and completed by the Acquiror Bank pursuant to the terms and conditions of the Commitment Letter and the Acquiror shall have received proceeds from the Debt Financing sufficient to allow the Acquiror to fulfill its obligations under Article II hereof.

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.