Debt Commitment Letter. Parent has delivered to the Company a true, correct and complete copy of (i) a fully executed debt commitment letter, dated as of the Agreement Date from the Financing Commitment Sources (together with all exhibits, annexes, schedules and term sheets attached thereto and with the Redacted Fee Letter, in each case as amended, modified, supplemented, replaced or extended from time to time after the Agreement Date, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Letters”); and (ii) the Redacted Fee Letter, pursuant to which such financial institutions have agreed to provide, on the terms and subject to the conditions set forth therein, debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”).
Debt Commitment Letter. Parent has delivered to the Company a true, correct and complete copy of an executed commitment letter, dated as of the date hereof, and the executed fee letter related thereto, dated as of the date hereof, (except that economic terms and “flex” provisions may be redacted so long as no redaction covers terms that would (i) reduce the amount of the hereinafter defined Debt Financing below the amount necessary for Parent to complete the Merger, (ii) adversely affect the amount (including the net cash proceeds to Parent), conditionality, availability, timing or termination of the Debt Financing, as hereinafter defined, (iii) reasonably be expected to prevent, impair or delay the consummation of the Debt Financing or (iv) impose new or additional, or adversely modify any existing conditions precedent), together with any related exhibits, schedules, annexes, supplements, term sheets and other agreements (collectively and as amended from time to time, the “Debt Commitment Letter” and together with the Equity Commitment Letter, the “Financing Commitment Letters”), pursuant to which the agents, arrangers, managers, lenders and other entities party thereto (excluding Parent, Merger Sub or the Guarantors), including the parties to any joinder agreements joining such parties to the Debt Commitment Letter or parties (excluding Parent, Merger Sub or Guarantor) to the definitive agreements executed in connection with the Debt Financing (together with their respective Affiliates and their respective Affiliates’ officers, managers, directors, employees, controlling Persons, agents and Representatives and their respective successors and assigns, collectively, but not including Parent, Merger Sub, or the Guarantors, the “Debt Financing Sources” and, together with the Equity Financing Sources, the “Financing Sources”) have committed to provide, subject to the terms and conditions set forth therein, debt financing for the Merger and the other transactions contemplated herein in the aggregate amount set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”).
Debt Commitment Letter. “Debt Commitment Letter” is defined in Section 4.9 of the Agreement.
Debt Commitment Letter. The Company has provided to Parent a true and complete copy of a fully executed commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Debt Commitment Letter”), dated as of the date hereof, entered into by and among inVentiv Group Holdings and the lenders party thereto, pursuant to which the lenders party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide inVentiv Group Holdings with debt financing in the amounts set forth therein (the “Committed Debt Financing”). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived by inVentiv Group Holdings prior to the date of this Agreement, and the commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of inVentiv Group Holdings and, to the knowledge of the Company, the other parties thereto, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There are no conditions precedent to the funding by the incremental lenders of the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter and the Existing Company Term Loan Agreement, and, as of the date hereof, there are no side letters or other contracts or arrangements related to the Committed Debt Financing other than the Debt Commitment Letter, the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which has been provided by the Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, in each case, to the extent required by Section 6.3, as of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of inVentiv Group H...
Debt Commitment Letter. “Debt Commitment Letter” means the debt commitment letter among MIFSA, Deutsche Bank AG New York Branch, and Deutsche Bank Securities Inc., dated as of the date hereof, as it may be amended, supplemented, replaced or otherwise modified pursuant to Section 6.14, together with all exhibits, schedules and annexes thereto, pursuant to which the financial institutions party thereto have agreed, subject only to the conditions to availability of the Debt Financing expressly set forth therein, to provide or cause to be provided the debt financing set forth therein for the purposes of financing the Transactions.
Debt Commitment Letter. To the extent Purchaser agrees to any amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter or the fee letter related thereto or enters into other agreements or arrangements in respect of any Financing (including alternative financing), Purchaser shall promptly deliver to Seller copies thereof (which may, in the case of fee letters, be redacted to remove fees, the rates and amounts in the “market flex”, if any, and other terms that would not adversely affect the amount, conditionality, availability or termination of the Financing contemplated thereby). Purchaser shall give Seller prompt (and in any event within five (5) business days) written notice of any circumstance of which Purchaser becomes aware that could reasonably be expected to materially and adversely affect the timely availability of, or the amount of, the Financing. Purchaser shall keep Seller informed, at Seller’s reasonable request from time to time, of the status of its efforts to arrange and consummate the Financing.
Debt Commitment Letter. “Debt Commitment Letter” shall have the meaning set forth in Section 4.6(a).
Debt Commitment Letter. Section 7.15 Debt Financing – Section 8.13(a)
Debt Commitment Letter. At the Closing, the Purchaser shall cause the Investor to enter into and deliver the Debt Commitment Letter. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to execute and deliver such documents and take such other actions (other than the satisfaction or removal of Encumbrances) as may be required to satisfy the conditions to the initial advance under the Debt Commitment Letter on or before the effective date of the Plan. On the effective date of the Plan, the Purchaser shall cause the Investor to make the initial advance under the Debt Commitment Letter subject to the terms and conditions set forth therein (unless the Debt Commitment Letter has otherwise terminated in accordance with its terms).
Debt Commitment Letter. The Buyer or Buyer Sub shall keep the Company informed on a current basis in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any amendment or modification to be made to, or any waiver of any provision of or remedy under, the Debt Commitment Letter in any respect adverse and material, when taken as a whole, to the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed (it being understood that the Buyer may agree to amend the Debt Commitment Letter to provide for the assignment of a portion of the debt commitment to additional agents or arrangers and granting such persons approval rights with respect to certain matters as are customarily granted to additional agents or arrangers).
