Financial Ability to Perform. Purchaser affirms that is it not a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of the transactions contemplated by this Agreement. Purchaser has delivered to the Seller true, complete and correct copies of the executed commitment letter, dated as of the date hereof, among Purchaser, the Guarantor and the other parties thereto (including all exhibits, schedules and annexes thereto, the “Equity Commitment Letter”), pursuant to which the Guarantor has committed, subject to the terms and conditions set forth therein, to invest cash in the aggregate amount set forth therein (the “Equity Financing”). The Equity Commitment Letter provides that the Seller is a third-party beneficiary thereto. The Equity Commitment Letter has not been amended, supplemented or modified prior to the date of this Agreement, no such amendment, supplement or modification is contemplated or pending, and as of the date of this Agreement, the commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. There are no side letters or Contracts to which Purchaser is a party related to the provision, funding or investing, as applicable, of the Equity Financing or the transactions contemplated hereby other than as expressly set forth in the Equity Commitment Letters delivered to the Seller prior to the date hereof. Purchaser has fully paid any and all commitment fees or other fees in connection with the Equity Commitment Letter that are payable on or prior to the date hereof and Purchaser will, directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Closing Date. The Equity Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligations of Purchaser and, to the knowledge of Purchaser, each of the other parties thereto, subject to the Enforceability Exceptions, and Purchaser is not aware of any fact or occurrence that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letter inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letter to be ineffective. There are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (a) constitute a default or breach on the part of Purchaser or, to the knowledge of Purchaser, any other party thereto under any of the Equity Commitment Letter, (b) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (c) result in any portion of the amounts to be provided, funded or invested in accordance with the Equity Commitment Letter being unavailable on the Closing Date. Purchaser has no reason to believe that any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter will not be satisfied or that the full amount of the Equity Financing will not be made available to Purchaser in full on the Closing Date, and, Purchaser is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions to the Equity Financing not to be satisfied or the full amount of the Equity Financing not to be made available to Purchaser in full on the Closing Date. Assuming the Equity Financing is funded and/or invested in accordance with the Equity Commitment Letter, Purchaser will have on the Closing Date funds sufficient to (i) pay the aggregate Closing Purchase Price under Article II, (ii) pay any and all fees and expenses required to be paid by Purchaser at the Closing in connection with the transactions contemplated by this Agreement and the Equity Financing, (iii) pay for any refinancing of any outstanding indebtedness of the Purchased Entities or the Business contemplated by this Agreement and (iv) satisfy all of the other payment obligations of Purchaser contemplated hereunder to be paid at the Closing (clauses (i) through (iv), the “Financing Uses”). Purchaser affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that Purchaser obtain the Equity Financing or any other financing for or related to any of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Alight, Inc. / Delaware)
Financial Ability to Perform. Purchaser affirms that it is it not a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any for the consummation of the transactions contemplated by this Agreement. Purchaser has delivered to the Seller true, complete and correct copies of: (a) the executed commitment letter, dated as of the date hereof between Purchaser and PNC Bank, National Association (together with any other Person that provides a commitment under the Debt Commitment Letter or any Alternative Financing Commitment Letter, the “Debt Financing Sources”) (including all exhibits, schedules and annexes thereto, and the executed fee letter associated therewith redacted in a manner as described below, collectively, the “Debt Commitment Letter”), pursuant to which the Debt Financing Sources have committed, subject to the terms and conditions set forth therein, to provide the aggregate amounts set forth therein (the “Debt Financing”) for the purposes of funding the Financing Uses and (b) the executed commitment letter, dated as of the date hereof, among Purchaser, the Guarantor and the other parties thereto (including all exhibits, schedules and annexes thereto, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), pursuant to which the Guarantor has committed, subject to the terms and conditions set forth therein, to invest cash in the aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides provides, subject to the terms and conditions thereof, that the Seller is a third-third party beneficiary thereto. The Equity None of the Commitment Letter has not Letters have been amended, supplemented or modified prior to the date of this Agreement, no such amendment, supplement or modification is contemplated or pendingpending as of the date of this Agreement, and as of the date of this Agreement, the respective commitments contained in the Equity Commitment Letter Letters have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. There Except for the fee letter referred to above, a complete copy of which has been provided to Seller, with only fee amounts and other economic terms contained therein redacted (provided that Purchaser represents and warrants that such redacted provisions in such fee letters do not permit the imposition of any new or additional conditions (or the modification or expansion of any existing conditions) with respect to the Debt Financing to be funded on the Closing Date or any reduction in the amount of the Debt Financing) and customary expense reimbursement letters with respect to the Debt Financing (none of which contain provisions adversely affect the amount, conditionality, enforceability, termination or availability of the Debt Financing), there are no side letters or Contracts to which Purchaser is a party related to the provision, funding or investing, as applicable, of the Equity Financing or the transactions contemplated hereby other than as expressly set forth in the Equity Commitment Letters delivered to the Seller prior to the date hereof. Purchaser has fully paid any and all commitment fees or other fees in connection with the Equity Commitment Letter that are payable on or prior to the date hereof and Purchaser will, directly or indirectly, continue to pay in full any such amounts required Letters to be paid as and when they become due and payable on or prior before the date of this Agreement, and, subject to the terms of the Commitment Letters, will pay any and all such fees due on or before the Closing DateDate in accordance with the terms of the Commitment Letters. The Equity As of the date hereof, the Commitment Letter is Letters are in full force and effect and is are the legal, valid, binding and enforceable obligations of Purchaser and, to the knowledge Knowledge of Purchaser, each of the other parties thereto, subject to the Enforceability Exceptions, and, assuming satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2, Purchaser is not aware of any fact or occurrence existing on the date hereof that would or would reasonably be expected to make any prevent the funding of the assumptions or any of Financing on the statements set forth Closing Date in an amount not less than the Equity Commitment Letter inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letter to be ineffectiveFinancing Uses. There are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity FinancingFinancing on the Closing Date in an amount not less than the Financing Uses (including pursuant to any market flex provisions in the fee letter or otherwise), other than as expressly set forth in the Equity Commitment LetterLetters delivered to Seller prior to the date hereof. No As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (ai) constitute a default or breach on the part of Purchaser or, to the knowledge Knowledge of Purchaser, any other party thereto under any of the Equity Commitment LetterLetters, (bii) constitute a failure to satisfy a condition on the part of Purchaser or or, to the Knowledge of Purchaser, any other party thereto under the Equity Commitment Letter Letters or (ciii) result in any portion of the amounts to be provided, funded or invested on the Closing Date in accordance with the Equity Commitment Letter Letters being unavailable on the Closing Date. Purchaser has no reason to believe that any of the conditions Date in an amount at least equal to the Equity Financing contemplated by the Equity Commitment Letter will not be satisfied or that the full amount of the Equity Financing will not be made available to Purchaser in full on the Closing Date, and, Purchaser is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions to the Equity Financing not to be satisfied or the full amount of the Equity Financing not to be made available to Purchaser in full on the Closing DateUses. Assuming the Equity Financing is funded and/or invested in accordance with the Equity Commitment LetterLetters, Purchaser will have on the Closing Date funds sufficient to (i) pay the aggregate Closing Purchase Price under Article IIPrice, (ii) pay any and all fees and expenses required to be paid by Purchaser at on the Closing Date in connection with the transactions contemplated by this Agreement and the Equity Financing, and (iii) assuming the accuracy of the representations in Section 3.12(a)(iv) and compliance with the covenant contained in Section 5.2(b)(vii) pay for any refinancing of any outstanding indebtedness Indebtedness of the Purchased Entities Company Group or the Business contemplated by this Agreement and (iv) satisfy all of the other payment obligations of Purchaser contemplated hereunder to be paid at by Purchaser on the Closing Date (clauses (i) through (iviii), the “Financing Uses”). Each of Purchaser affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that Purchaser obtain the Equity Financing or any other financing for or related to any of the transactions contemplated hereby.
Appears in 1 contract
Financial Ability to Perform. Purchaser affirms that is it not a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of the transactions contemplated by this Agreement. Purchaser The Buyer has delivered to the Seller true, Company a true and complete and correct copies copy of the an executed commitment letter, dated as of the date hereof, among Purchaser, the Guarantor and the other parties thereto letter (including all exhibits, schedules and annexes thereto, the “Equity Commitment Letter”)) from Xxxxxxx Xxxxx Capital Corporation and Xxxxxxx Xxxxx Capital, pursuant a division of Xxxxxxx Xxxxx Business Financial Services Inc., to which provide the Guarantor has committedBuyer, subject to on the terms and conditions set forth therein, to invest cash in the Commitment Letter, with an amendment and restatement of the Credit Agreement with aggregate amount set forth therein commitments of $50.0 million (the “Equity Senior Credit Facility”) and not less than $280 million under an unsecured senior interim loan (the “Interim Loan”, and any high yield debt financing used to fund the acquisition in lieu of such Interim Loan (the “High Yield Financing”), and together with the Senior Credit Facility, the “Debt Financing”). The Equity Commitment Letter provides that the Seller is a third-party beneficiary thereto. The Equity Commitment Letter has not been amendedLetter, supplemented or modified prior to the date of this Agreement, no such amendment, supplement or modification is contemplated or pending, and as of the date of this Agreement, the commitments contained in the Equity Commitment Letter have not been withdrawnform so delivered, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. There are no side letters or Contracts to which Purchaser is a party related to the provision, funding or investing, as applicable, of the Equity Financing or the transactions contemplated hereby other than as expressly set forth in the Equity Commitment Letters delivered to the Seller prior to the date hereof. Purchaser has fully paid any and all commitment fees or other fees in connection with the Equity Commitment Letter that are payable on or prior to the date hereof and Purchaser will, directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Closing Date. The Equity Commitment Letter is in full force and effect and is the a legal, valid, valid and binding and enforceable obligations obligation of Purchaser the Buyer and, to the knowledge of Purchaserthe Buyer as of the date hereof, each of the other parties thereto, subject to . The Commitment Letter has not been amended or modified and the Enforceability Exceptions, and Purchaser is commitments contained therein have not aware of been withdrawn or rescinded in any fact or occurrence that would or would reasonably be expected to make any respect. As of the assumptions or any of the statements set forth in the Equity Commitment Letter inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letter to be ineffective. There are date hereof, no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (a) constitute a default or breach on the part of Purchaser or, to the knowledge of Purchaser, any other party thereto Buyer under any term or condition of the Equity Commitment Letter, (b) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (c) result in any portion . As of the amounts to be provideddate hereof, funded or invested assuming that the Company is not in accordance with breach of this Agreement, the Equity Commitment Letter being unavailable on the Closing Date. Purchaser Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of the conditions to the Equity Financing contemplated by the Equity Commitment Letter will not be satisfied or that the full amount of the Equity Financing will not be made available to Purchaser in full on the Closing Date, and, Purchaser is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions to the Equity Financing not closing to be satisfied or by it contained in the full amount of Commitment Letter. Subject to their terms and conditions, the Equity Financing not to be made available to Purchaser in full on the Closing Date. Assuming the Equity Financing is Debt Financing, when funded and/or invested in accordance with the Equity Commitment Letter, Purchaser together with the Equity Funding, will have on provide the Closing Date funds Buyer with financing at the Effective Time sufficient to (i) pay consummate the aggregate Closing Purchase Price under Article IIMerger upon the terms contemplated by this Agreement, (ii) pay any including paying the Aggregate Merger Consideration and all of the Buyer’s fees and expenses required associated with the transactions contemplated in this Agreement. Except as set forth, described or provided for in the Commitment Letter, (x) there are no conditions precedent to be paid by Purchaser at the Closing in connection with respective obligations of the lenders under the Commitment Letter to fund the Debt Financing, and (y) there are no express contractual contingencies under any agreement relating to the transactions contemplated by this Agreement and to which the Equity Financing, (iii) pay for any refinancing of any outstanding indebtedness Buyer is a party that would permit the lenders under the Commitment Letter to reduce the total amount of the Purchased Entities Debt Financing or impose any additional condition precedent to the Business contemplated by this Agreement and (iv) satisfy all availability of the Debt Financing. The Buyer has fully paid any and all commitment fees or other payment obligations of Purchaser contemplated hereunder fees required by the Commitment Letter to be paid at as of the Closing (clauses (i) through (iv), the “Financing Uses”)date hereof. Purchaser affirms that it is not a condition to the Closing or any The terms of its other obligations under this Agreement that Purchaser obtain the Equity Financing or any other financing for or related to any of will satisfy the transactions contemplated herebyrequirements set forth in the Commitment Letter.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Equinox Holdings Inc)
Financial Ability to Perform. The Purchaser affirms that is it not a condition has delivered to the Closing or Sellers true, correct and complete copies of the Purchaser’s commitment letters, related fee letters, engagement letters and all related agreements (collectively, the “Debt Financing Commitments”), pursuant to any which certain lenders who are parties to such Debt Financing Commitments (the “Lenders”) have committed to provide up to an aggregate of not less than $200 million of debt financing to the Purchaser and its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of Affiliates in order to finance the transactions contemplated by this Agreement. Purchaser has delivered to the Seller true, complete and correct copies As of the executed commitment letterClosing Date, dated assuming the consummations of the financing transactions contemplated by the Debt Financing Commitments, the Purchaser and its Affiliates will have sufficient funds available (as a result of debt financing set forth in the Debt Financing Commitments and otherwise) to enable the Purchaser and its Affiliates to consummate the transactions contemplated by this Agreement. As of the date hereof, among Purchaser, the Guarantor and the other parties thereto (including all exhibits, schedules and annexes thereto, the “Equity Commitment Letter”), pursuant to which the Guarantor has committed, subject Debt Financing Commitments delivered to the terms Sellers are in full force and conditions set forth therein, to invest cash in the aggregate amount set forth therein (the “Equity Financing”). The Equity Commitment Letter provides that the Seller is a third-party beneficiary thereto. The Equity Commitment Letter has not been amended, supplemented or modified prior to the date of this Agreement, no such amendment, supplement or modification is contemplated or pending, and as of the date of this Agreement, the commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplatedeffect. There are no side letters other agreements, contracts, documents or Contracts to which Purchaser is a party related other instruments in effect relating to the provision, funding or investing, as applicable, Debt Financing Commitments that subject the commitments undertaken therein to any condition not expressly provided for therein. The aggregate proceeds of the Equity Financing or the transactions contemplated hereby other than as expressly set forth in the Equity Commitment Letters delivered financings to be provided pursuant to the Seller prior Debt Financing Commitments together with other funds available to the date hereof. Purchaser has fully paid any and all commitment fees or other fees in connection with the Equity Commitment Letter that are payable on or prior to the date hereof and Purchaser will, directly or indirectly, continue will be sufficient to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Closing Date. The Equity Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligations of Purchaser and, to the knowledge of Purchaser, each of the other parties thereto, subject to the Enforceability Exceptions, and Purchaser is not aware of any fact or occurrence that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letter inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letter to be ineffective. There are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (a) constitute a default or breach on the part of Purchaser or, to the knowledge of Purchaser, any other party thereto under any of the Equity Commitment Letter, (b) constitute a failure to satisfy a condition on the part of Purchaser or any other party thereto under the Equity Commitment Letter or (c) result in any portion of the amounts to be provided, funded or invested in accordance with the Equity Commitment Letter being unavailable on the Closing Date. Purchaser has no reason to believe that any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter will not be satisfied or that the full amount of the Equity Financing will not be made available to Purchaser in full on the Closing Date, and, Purchaser is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions to the Equity Financing not to be satisfied or the full amount of the Equity Financing not to be made available to Purchaser in full on the Closing Date. Assuming the Equity Financing is funded and/or invested in accordance with the Equity Commitment Letter, Purchaser will have on the Closing Date funds sufficient to (i) pay the aggregate Closing Final Purchase Price under Article II, (ii) pay any and all fees and expenses required to be paid by Purchaser at the Closing in connection with the transactions contemplated by this Agreement and the Equity Financing, (iii) pay for any refinancing of any outstanding indebtedness of the Purchased Entities or the Business contemplated by this Agreement and (iv) satisfy all of the other payment obligations of Purchaser contemplated hereunder to be paid at the Closing (clauses (i) through (iv), the “Financing Uses”). Purchaser affirms that it is not as a condition to the Closing or any consummation of its other obligations under this Agreement that such financings. The Purchaser obtain the Equity Financing or any other financing for or related has no reason to any believe, as of the transactions contemplated herebydate hereof, that such aggregate proceeds shall not be available or that the Debt Financing Commitments shall not be funded, and the Purchaser has not made any material misrepresentation with respect to the Purchaser in connection with obtaining the Debt Financing Commitments.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Phelps Dodge Corp)
Financial Ability to Perform. (a) Purchaser affirms that is it not a condition party to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for, or related to, any of the transactions contemplated by this Agreement. Purchaser and has delivered to the Seller true, complete and correct copies of the accepted a fully executed commitment letterletter dated May 1, dated as of the date hereof, among Purchaser, the Guarantor and the other parties thereto 2023 (including all exhibits, schedules and annexes thereto, the “Equity Commitment Letter” from certain Persons (collectively, the “Equity Investors”), ) pursuant to which the Guarantor has Equity Investors have agreed and committed, subject to the terms and conditions set forth thereinthereof, to invest cash in Purchaser the aggregate amount set forth therein (the “Equity Financing”)Aggregate Purchase Price. The Equity Commitment Letter provides that the Seller is a third-party beneficiary theretothereof and is entitled to enforce each such agreement. The equity financing committed pursuant to the Equity Commitment Letter is referred to in this Agreement as the “Equity Financing.” Purchaser has delivered to Seller a true, complete and correct copy of the Equity Commitment Letter. The Equity Commitment Letter has not been amended, supplemented or modified prior to the date of this Agreement, no such amendment, supplement or modification is contemplated or pending, and as of the date of this Agreement, the commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. There are no side letters or Contracts to which Purchaser is a party related to the provision, funding or investing, as applicable, of the Equity Financing or the transactions contemplated hereby other than as expressly set forth in the Equity Commitment Letters delivered to the Seller prior to the date hereof. Purchaser has fully paid any and all commitment fees or other fees in connection with the Equity Commitment Letter that are payable on or prior to the date hereof and Purchaser will, directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Closing Date. The Equity Commitment Letter is in full force and effect and is constitutes the legal, valid, binding and enforceable obligations of Purchaser and, to the knowledge Knowledge of Purchaser, each of the all other parties theretothereto and is in full force and effect. To the Knowledge of Purchaser, subject to the Enforceability Exceptions, and Purchaser is not aware of any fact or occurrence that would or would reasonably be expected to make any of the assumptions or any of the statements set forth in the Equity Commitment Letter inaccurate or that would or would reasonably be expected to cause the Equity Commitment Letter to be ineffective. There are no conditions or other contingencies related to the provision, funding or investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letter. No event has occurred whichthat, with or without notice, lapse of time time, or both, would or would could reasonably be expected to (a) constitute a default default, breach or breach on the part of Purchaser or, to the knowledge of Purchaser, any other party thereto under any of the Equity Commitment Letter, (b) constitute a failure to satisfy a condition precedent on the part of Purchaser or any other party thereto under the terms and conditions of the Equity Commitment Letter or (c) result in any portion of the amounts to be provided, funded or invested in accordance with the Letter. The Equity Commitment Letter being unavailable on the Closing Date. Purchaser has no reason to believe that any of the conditions to the Equity Financing contemplated by the Equity Commitment Letter will not be satisfied been modified, amended or that the full amount of the Equity Financing will not be made available to Purchaser in full on the Closing Date, and, Purchaser is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions to the Equity Financing not to be satisfied or the full amount of the Equity Financing not to be made available to Purchaser in full on the Closing Datealtered. Assuming the Equity Financing is funded and/or invested in accordance with the terms of the Equity Commitment LetterLetter and assuming the satisfaction or, if permissible, waiver of the conditions set forth in Section 7.1 and Section 7.2 (other than those conditions to be satisfied at the Closing, but subject to the satisfaction or, if permissible, written waiver of such conditions), Purchaser will 49 have on the Closing Date funds sufficient to (i) pay the aggregate Closing Purchase Price under Article II, (ii) pay any and all fees and expenses required to be paid by Purchaser at the Closing in connection with sufficient available cash on hand necessary to consummate the transactions contemplated by this Agreement on the terms and the Equity Financing, (iii) pay for any refinancing of any outstanding indebtedness of the Purchased Entities or the Business contemplated by this Agreement and (iv) satisfy all of the other payment obligations of Purchaser contemplated hereunder to be paid at the Closing (clauses (i) through (iv), the “Financing Uses”). Purchaser affirms that it is not a condition subject to the Closing or any of its other obligations under this Agreement that Purchaser obtain the Equity Financing or any other financing for or related to any of the transactions contemplated herebyconditions set forth herein.
Appears in 1 contract
