Debt Financing Commitments Sample Clauses
Debt Financing Commitments. (a) Buyer shall use its reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letters (or terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment Letters), including by (i) using its reasonable best efforts to maintain in effect each Debt Commitment Letter and negotiate definitive agreements (collectively, the “Debt Financing Agreements”) with respect to each Debt Commitment Letter on the terms and conditions set forth in such Debt Commitment Letter (or on terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment Letter), (ii) assuming the accuracy of all of the representations and warranties of PKI hereunder, ensuring the accuracy of all representations and warranties of Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement, (iii) (subject to compliance by PKI and the other Sellers with their covenants and agreements hereunder (including Sections 4.5(a) and (b) and Section 4.7(d))) complying with all covenants and agreements of Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement, (iv) satisfying on a timely basis all conditions applicable to Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement that are within its control and (v) consummating the Debt Financing at or prior to the Closing (and in any event prior to the Outside Date). In the event that all conditions in the Debt Commitment Letters (other than the availability of funding of any of the Equity Financing) and the other conditions to Buyer’s obligations under this Agreement have been satisfied, or upon funding will be satisfied, Buyer shall use its reasonable best efforts to cause the lender party to each Debt Commitment Letter to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under such Debt Commitment Letter. Buyer will furnish correct and complete copies of any Debt Financing Agreement to PKI promptly upon its execution.
(b) Buyer shall keep PKI reasonably informed concerning material developments relating to the Debt Financing and shall give PKI prompt notice of any material adverse change with respect to the Debt Financing. Without limiting t...
Debt Financing Commitments. AT&T Credit Corporation shall have delivered to the Company a proposal letter, satisfactory in form and substance to each of the Purchasers, proposing that AT&T Credit Corporation provide $31 million in debt financing to the Company and its Subsidiaries for the buildout of the Company's special access networks.
Debt Financing Commitments. 39 6.20. Fees of Purchaser's Counsel. . . . . . . . . . .39 6.21. Committees. . . . . . . . . . . . . . . . . . . 39 6.22.
Debt Financing Commitments. “Debt Financing Commitments” shall have the meaning specified in Section 3.6.
Debt Financing Commitments. On August 24, 2016, Berry Plastics Corporation entered into a commitment letter (the “Commitment Letter”) with Citigroup Global Markets Inc., Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC, which letter was supplemented with a joinder on September 16, 2016 with Citigroup Global Markets Inc., Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC, Barclays Bank plc, Deutsche Bank AG New York Branch, Goldman Sachs Bank USA and Wells Fargo Bank National Association (together with their affiliates, the “Incremental Lenders”) pursuant to which the Incremental Lenders agreed to lend Berry Plastics Corporation up to $500 million in incremental loans (the “Term I Loans”). The Term I Loans would be made pursuant to an agreement which supplements and amends Berry Plastics Corporation’s existing term loan agreement. The merger agreement is not subject to any financing condition, including any condition related to the consummation of the transactions contemplated by the Commitment Letter. The Incremental Lenders’ commitments to make the Term I Loans expire on February 24, 2017 subject to extension (i) to March 31, 2017, if the proxy statement has not been mailed to the AEP stockholders by January 20, 2017, and (ii) under certain other circumstances to May 24, 2017, at which point the commitments of the Incremental Lenders will expire unless the Incremental Lenders agree to extend their commitments. If the mergers are not completed before the commitments expire and the Incremental Lenders do not agree to extend their commitments, or if the financing contemplated by the Commitment Letter becomes or is expected to become unavailable, Berry is generally obligated to use its reasonable best efforts to obtain alternative financing sufficient to consummate the mergers. In such event, Berry Plastics Corporation could borrow under its revolving credit facility to the extent it has availability thereunder and can satisfy customary conditions to borrowing thereunder, and it is required to use reasonable best efforts to obtain alternative financing. Whether or not Berry Plastics Corporation could borrow under its revolving credit facility or arrange alternative financing in such event, Berry will still be obligated to close the mergers if the conditions to closing the mergers are satisfied prior to the expiration of the merger agreement. The Commitment Letter provides for the Term I Loans to bear interest based, at Berry Pla...
Debt Financing Commitments. On August 24, 2016, Berry Plastics Corporation entered into a commitment letter (the “Commitment Letter”) with Citigroup Global Markets Inc., Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC, which letter was supplemented with a joinder on September 16, 2016 with Citigroup Global Markets Inc., Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC, Barclays Bank plc, Deutsche Bank AG New York Branch, Goldman Sachs Bank USA and Wells Fargo Bank National Association (together with their affiliates, the “Incremental Lenders”) pursuant to which the Incremental Lenders agreed to lend Berry Plastics Corporation up to $500 million in incremental loans (the “Term I Loans”). The Term I Loans would be made pursuant to an agreement which supplements and amends Berry Plastics Corporation’s existing term loan agreement. The merger agreement is not subject to any financing condition, including any condition related to the consummation of the transactions contemplated by the Commitment Letter. The Incremental Lenders’ commitments to make the Term I Loans expire on February 24, 2017 subject to extension (i) to March 31, 2017, if the proxy statement has not been mailed to the AEP stockholders by January 20, 2017, and (ii) under certain other circumstances to May 24, 2017, at which point the commitments of the Incremental Lenders will expire unless the Incremental Lenders agree to extend their commitments. If the mergers are not completed before the commitments expire and the Incremental Lenders do not agree to extend their commitments, or if the financing contemplated by the Commitment Letter becomes or is expected to become unavailable, Berry is generally obligated to use its reasonable best efforts to obtain alternative financing sufficient to consummate the mergers. In such event, Berry Plastics Corporation could borrow under its revolving credit facility to the extent it has availability thereunder and can satisfy customary conditions to borrowing thereunder, and it is required to use reasonable best efforts to obtain alternative financing. Whether or not Berry Plastics Corporation could borrow under its revolving credit facility or arrange alternative financing in such event, Berry will still be obligated to close the mergers if the conditions to closing the mergers are satisfied prior to the expiration of the merger agreement. The Commitment Letter provides for the Term I Loans to bear interest based, at Berry Pla...