Common use of Debt Commitment Clause in Contracts

Debt Commitment. Parent has delivered to the Company true and complete copies of the Debt Commitment Letter executed by the Debt Financing Sources party thereto on the date hereof and countersigned by ▇▇▇▇▇▇. The Debt Commitment Letter has not been amended or modified prior to the date of this Agreement. As of the date hereof, the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect (and, to the Knowledge of Parent, no party thereto has indicated an intent to so withdraw or rescind). As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid, binding, and enforceable obligation of Parent and, to the Knowledge of Parent, the Debt Financing Sources (in each case subject to the Enforceability Exceptions). Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date hereof in connection with the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default under the Debt Commitment Letter on the part of Parent or, to the Knowledge of Parent, any other party thereto. As of the date hereof, Parent has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any of the Debt Financing Conditions. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing on the Closing Date that will be required to be satisfied on the Closing Date in order to consummate the Debt Financing other than the Debt Financing Conditions. Notwithstanding anything to the contrary contained herein, the Company agrees that a breach of the representations and warranties in this ‎Section 5.08 shall not result in the failure of the conditions to the Closing set forth in ‎Section 7.03(a) if, notwithstanding such breach and subject to the satisfaction of the other conditions to Closing set forth in ‎Article VII, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub are willing and able to consummate the Closing on the date the Closing is required to occur hereunder. Notwithstanding anything in this Agreement to the contrary, but without expanding, limiting or amending the remedies available under Article VIII or Section 9.02(a), or limiting the conditions in Article VII (including in respect of the Lennar Investment), Parent and Merger Sub each acknowledge and agree, in no event shall the receipt, grant or availability of any funds or financing by or to Parent or any Affiliate thereof or any other financing or other transactions be a condition to any of the obligations of Parent or Merger Sub hereunder.

Debt Commitment. Parent has delivered (a) The Buyer and the Transitory Subsidiary shall use commercially reasonable efforts to obtain the Debt Financing on the terms and subject only to the Company true conditions set forth in the Debt Commitment Letter and complete copies shall not amend, alter or waive, or agree to amend, alter or waive, any term of the Debt Commitment Letter executed without the prior written consent of the Company if such amendment, alteration or waiver is reasonably likely to materially impair, delay or prevent the Buyer’s ability to consummate the Closing as contemplated by this Agreement on the Closing Date; provided that (x) the Buyer shall be permitted to amend, alter or waive the Debt Commitment Letter to (1) reduce the amount of the Debt Financing Sources party to the extent such reduction is offset by the receipt of (A) net cash proceeds in exchange for debt securities and/or equity financing in lieu thereof or in addition thereto on provided that any such proceeds must be actually received by and available to the date hereof Buyer prior to any reduction in the Debt Financing and countersigned through the Closing (with proceeds held in an escrow account and subject to release upon the Closing being deemed to be actually received by ▇▇▇▇▇▇. The and available to the Buyer) and/or (B) other Available Cash or (2) add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter has not been amended or modified prior to as of the date of this Agreement. As Agreement and (y) the exercise of “market flex” provisions in the Fee Letter shall not constitute an amendment, alteration or waiver of the date hereofDebt Commitment Letter. Without limiting the foregoing, the commitments contained Buyer and the Transitory Subsidiary shall (except to the extent the Debt Financing is reduced as a result of the receipt of (A) net cash proceeds in exchange for debt securities and/or equity financing in lieu thereof or in addition thereto provided that any such proceeds must be actually received by and available to the Buyer prior to any reduction in the Debt Financing and through the Closing (with proceeds held in an escrow account and subject to release upon the Closing being deemed to be actually received by and available to the Buyer) and/or (B) other Available Cash) use commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter and negotiate a definitive agreement (the “Debt Financing Agreement”) with respect to the Debt Commitment Letter based upon on the terms and subject to the conditions set forth in the Debt Commitment Letter have (as may be modified by any “market flex” provisions contained in the Fee Letter) (or on terms not been withdrawn or rescinded in any respect (andmaterially less favorable, taken as a whole, to the Knowledge of Parent, no party thereto has indicated an intent to so withdraw or rescind). As of Buyer than the date hereof, terms set forth in the Debt Commitment Letter is (as may be modified by any “market flex” provisions contained in full force the Fee Letter)) and effect and constitutes the legal, valid, binding, and enforceable obligation of Parent and, to the Knowledge of Parent, (ii) consummate the Debt Financing Sources (in each case subject to the Enforceability Exceptions). Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on at or prior to the date hereof Closing. Notwithstanding anything herein to the contrary, in connection no event shall “commercially reasonable efforts” of the Buyer and the Transitory Subsidiary under this Section 6.12(a) be deemed or construed to require the Buyer or the Transitory Subsidiary to instigate or pursue any Proceeding against any of the Financing Sources. (b) The Buyer shall keep the Company reasonably informed with respect to all material activity concerning the Debt Financing. As Without limiting the foregoing, the Buyer agrees to notify the Company promptly, and in any event within two (2) Business Days, if at any time prior to the Closing Date the Buyer becomes aware that (i) the Debt Commitment Letter or Debt Financing Agreement expires or is terminated for any reason, (ii) the Buyer or the Transitory Subsidiary becomes aware of the date hereof, no any material breach or default (or any event has occurred whichor circumstance that, with or without due notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any party to the Debt Commitment Letter or Debt Financing Agreement, (iii) the Buyer or the Transitory Subsidiary receives any written notice or other written communication from any party to the Debt Commitment Letter or Debt Financing Agreement with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or Debt Financing Agreement or (B) material dispute or disagreement between or among any parties to the Debt Commitment Letter or Debt Financing Agreement (it being understood and agreed that customary negotiations with respect to the Debt Financing and the Debt Financing Agreement (or any agreement related thereto) shall not constitute a breach material dispute or default under disagreement), (iv) the lender refuses to provide, or expresses an intent to refuse to provide, all or any of the Debt Financing contemplated by the Debt Commitment Letter on the part of Parent or, to the Knowledge of Parent, any other party thereto. As terms set forth therein (assuming satisfaction of the date hereofobligations set forth in Section 7.2), Parent has or (v) for any reason (other than as a result of the failure or potential failure of the conditions set forth in Section 7.2 to be satisfied), the Buyer or the Transitory Subsidiary, no reason to believe longer believes in good faith that it shall be able to obtain all or any other party thereto will be unable to satisfy on a timely basis any of the Debt Financing Conditions. There are no conditions precedent or other contingencies related to the funding of the full amount portion of the Debt Financing on substantially the terms described in the Debt Commitment Letter (except to the extent the Debt Financing is reduced as a result of the receipt of (A) net cash proceeds in exchange for debt securities and/or equity financing in lieu thereof or in addition thereto provided that any such proceeds must be actually received by and available to the Buyer prior to any reduction in the Debt Financing and through the Closing Date (with proceeds held in an escrow account and subject to release upon the Closing being deemed to be actually received by and available to the Buyer) and/or (B) other Available Cash). As soon as reasonably practicable, but in any event within five (5) Business Days after the date the Company delivers to the Buyer a written request therefor, the Buyer shall provide any information reasonably requested by the Company relating to any circumstance referred to in any of clauses (i), (ii), (iii), and (iv) of the immediately preceding sentence; provided that will the Buyer shall not be required to provide any such information to the extent (w) disclosure would be satisfied prohibited under applicable Law, (x) the Buyer or any of its Affiliates is bound to keep such requested information confidential under any Contract in existence as on the Closing Date date hereof, (y) such disclosure could reasonably be expected to result in order a waiver of attorney-client privilege or (z) such information consists of attorney work product. (c) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter or Debt Financing Agreement (as may be modified by the exercise of any “market flex” contained in the Fee Letter), the Buyer shall (i) promptly notify the Company of such unavailability and (ii) use its reasonable best efforts to arrange to promptly obtain such Debt Financing from alternative sources in an amount sufficient, together with the gross proceeds of any debt securities and/or equity financing in lieu thereof or in addition to any other Available Cash, to consummate the transactions contemplated by this Agreement, including payment of the Required Amount. For purposes of this Agreement, (x) references to “Debt Financing other than Financing” shall include the financing contemplated by the Debt Financing Conditions. Notwithstanding anything Commitment Letter as permitted or required by this Section 6.12 to the contrary contained hereinbe amended, the Company agrees that a breach of the representations modified or replaced, and warranties in this ‎Section 5.08 (y) references to “Debt Commitment Letter” shall not result in the failure of the conditions to the Closing set forth in ‎Section 7.03(a) if, notwithstanding include such breach and subject to the satisfaction of the commitment letter (or other conditions to Closing set forth in ‎Article VII, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub are willing and able to consummate the Closing on the date the Closing is required to occur hereunder. Notwithstanding anything in this Agreement to the contrary, but without expanding, limiting or amending the remedies available under Article VIII or Section 9.02(adefinitive agreement), including all annexes, exhibits and schedules thereto, with respect to any such amended, modified or limiting the conditions in Article VII (including in respect of the Lennar Investment), Parent and Merger Sub each acknowledge and agreereplacement financing, in no event each case, from and after such amendment, modification or replacement, and the applicable provisions of this Section 6.12 shall the receipt, grant or availability of any funds or financing by or to Parent or any Affiliate thereof or any other financing or other transactions be a condition apply to any of the obligations of Parent such amended, modified or Merger Sub hereunderreplacement financing.