Financing; Sufficient Funds. The Parent has delivered to the Company a true, complete and correct signed copy of a debt commitment letter, dated as of the Agreement Date (the “Debt Financing Letter”), by and among Xxxxxx Xxxxxxx Senior Funding, Inc., Covidien International Finance S.A., the parent of Parent (“CIFSA”) and Covidien plc, pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to provide or cause to be provided, the debt amounts set forth therein to CIFSA (the “Financing”). As of the Agreement Date, (a) the Debt Financing Letter is in full force and effect, is a legal, valid and binding obligation of CIFSA and, to the knowledge of Parent, the other parties thereto, and (b) the funding of the Financing is not subject to any conditions or other contingencies other than those set forth in the Debt Financing Letter. Subject to the terms and satisfaction of the conditions of the Financing and this Agreement, the Financing, together with the cash and marketable securities of CIFSA, will provide the Parent and the Purchaser with sufficient immediately available funds to pay when due for all of the Shares tendered and not properly withdrawn in the Offer and the aggregate Merger Consideration. Prior to the Agreement Date, the Debt Financing Letter has not been amended or modified, and as of the Agreement Date, the commitments contained in the Debt Financing Letter have not been withdrawn or rescinded in any respect. As of the Agreement Date, assuming the accuracy of the representations and warranties in Article IV and compliance by the Company with its covenants set forth in this Agreement, (x) no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would constitute a default or breach of CIFSA under the Debt Financing Letter and (y) subject to the satisfaction of the conditions to the Offer set forth on Annex A hereto, neither Parent nor Purchaser has any reason to believe that CIFSA will be unable to satisfy on a timely basis any condition to funding of the Financing to be satisfied by it as set forth in the Debt Financing Letter at or prior to the Share Acceptance Time. Except for fee letters with respect to fees and related arrangements with respect to the Financing (which do not relate to the conditionality of, or contain any conditions precedent to, the funding of the Financing), there are no side letters or other agreements, contracts or agreements related to the funding or in...
Financing; Sufficient Funds. (a) Parent has delivered to the Company (i) a true, correct and complete copy of the executed debt commitment letter, dated as of the date hereof, from the Debt Financing Sources party thereto, together with true, correct and complete copies of any related executed fee letters (the “Fee Letters”); provided that, solely with respect to any such Fee Letters, the fee amounts, other economic terms and other customary provisions (none of which affects conditionality, enforceability, termination or aggregate principal amount of such financing) may be redacted in a customary manner from such true, correct and complete copies (collectively, including all exhibits, schedules, amendments, supplements, modifications and annexes thereto, the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend the aggregate amount of debt financing set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (together with any alternative debt financing pursuant to Section 5.10, the “Debt Financing”) and (ii) a true, correct and complete copy of the executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”) from each of Xxxxxxxx Industries, LLC, 3L Opportunities II-M, LP, Security Benefit Life Insurance Company, Amateras AEA Funding LP, Stonebriar Commercial Finance LLC, MSD Special Investments Fund II, L.P., Vista Credit Partners, L.P. (together with its affiliated advisers on behalf of certain of its and their managed funds, accounts and designees), Whitecap Investments PTE Ltd., Delaware Life Insurance Company, Slow Metropolis, LLC, Assembly Ventures Fund I, L.P., Selkirk Partners, LP and solely with respect to Section 19(b) therein, Double Helix Pte Ltd (collectively, the “Equity Financing Sources” and, together with the Debt Financing Sources, the “Financing Sources”), pursuant to which the Equity Financing Sources have committed to invest in Parent, subject to the terms and conditions therein, the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter expressly provides, and will continue to expressly provide, that the Company is a third-party beneficiary thereof.
Financing; Sufficient Funds. (a) Buyer agrees to use its reasonable commercial efforts to obtain and accept a commitment letter in form and substance reasonably satisfactory (and Seller acknowledges that the Letter of Hxxxxx Financial, Inc. dated November 19, 1996, if accepted by Buyer, would be satisfactory to Seller (a "Commitment Letter")) no later than 5:00 p.m. (New York time) on December 10, 1996 (the "Delivery Date") from a commercial lending institution indicating such institution's willingness to provide to Buyer aggregate senior bank financing of approximately $50 million. Upon receipt of a Commitment Letter, Buyer will promptly deliver to Seller a true and complete copy thereof, and thereafter will deliver copies of all other final documentation received by Buyer or Bruckman, Rosser, Sxxxxxxx & Co., Inc. ("BRS") relating to such senior bank financing. In the event that Buyer or BRS has not delivered to Seller a Commitment Letter to Seller on or prior to the Delivery Date, Seller shall have the right at any time after the Delivery Date and prior to the actual delivery to Seller of a Commitment Letter to (i) terminate this Agreement pursuant to a written notice delivered by Seller to Buyer, and/or (ii) commence negotiations with persons other than Buyer regarding the terms of a potential sale or other business combination involving any or all of BGH Holdings, BRH Holdings or the Companies.
Financing; Sufficient Funds. (a) Parent has delivered to the Company a true, correct and complete copy of the executed debt commitment letters, dated as of the date hereof, from the Debt Financing Sources party thereto, together with true, correct and complete copies of any related executed side letters (any such letter, a “Fee Letter”) (provided, that, solely with respect to any such Fee Letters, the economic, financial or commercially sensitive provisions (none of which adversely affects availability, timing, conditionality, enforceability, termination or the aggregate principal amount of such financing) may be redacted in a customary manner from such true, correct and complete copies) (collectively, including all exhibits, schedules, amendments, supplements, modifications and annexes thereto, the “Debt Commitment Letters”), pursuant to which, and subject to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend the aggregate amount of debt financing set forth therein to Guarantor, the proceeds of which will be directly or indirectly available to Parent and Merger Sub for the purpose of funding the Contemplated Transactions (together with any Alternative Financing pursuant to Section 6.17(d), the “Debt Financing”).
Financing; Sufficient Funds. (a) Exhibit A to this Agreement sets forth a true, accurate and complete executed copy of the commitment letter, dated as of the date hereof, by and among Ares Capital Management LLC (together with its affiliates, and its and its affiliates’ officers, directors, employees, controlling persons, trustees, advisors, agents and representatives and their respective successors and assigns, collectively, the “Financing Source”) and the Buyer (such letter, together with all annexes, exhibits, schedules and other attachments thereto, as may be amended or modified to the extent permitted hereunder, the “Debt Financing Commitment”), pursuant to which the Financing Source party thereto have arranged and committed, subject to the terms and conditions set forth therein, to lend the amount set forth therein for the purposes of financing the Transactions and related fees and expenses (the “Debt Financing”).
Financing; Sufficient Funds. (a) SK and Buyer have delivered to Seller a true, accurate and complete copy of a letter of interest from a senior lender (the “Debt Letter of Interest”), which Debt Letter of Interest is attached hereto as Annex H hereto, pursuant to which, and subject to the terms and conditions thereof, the lender parties thereto have indicated an interest to lend the amounts set forth therein to Buyer for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”). SK and Buyer have delivered to Seller a true, accurate and complete copy of an executed commitment letter from SK (the “Equity Commitment Letter” and together with the Debt Letter of Interest, the “Financing Commitments”), pursuant to which SK has committed to invest the amounts set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”), which Equity Commitment Letter is attached hereto as Annex I hereto. The aggregate proceeds from the Financing constitute all of the financing required to be provided to Buyer for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of SK’s and Buyer’s obligations under this Agreement and the Related Agreements, including the payment of the Cash Amount. The Equity Financing Commitment and the Debt Letter of Interest contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to SK or Buyer on the terms therein. There are no other agreements, side letters or arrangements relating to the Financing except as set forth in the Equity Commitment Letter.
Financing; Sufficient Funds. Parent and Purchaser have received and furnished to the Company a copy of the amendment to Parent's existing $750 million credit facility to provide to Parent and Purchaser in connection with the Offer and the transactions contemplated thereby the funds necessary to consummate such Offer and transactions (the "FINANCING"). Parent and Purchaser have no knowledge of any facts or circumstances, nor will Parent or Purchaser take any action or omit to take any action, that could be expected to result in the inability of Parent or Purchaser to obtain and use the funds available from the Financing for consummation of the Offer and the transactions contemplated thereby. Parent and Purchaser will have available to them and will utilize, upon consummation of the Offer and at the Effective Time, all immediately available funds necessary to consummate the transactions contemplated by this Agreement, to pay all related fees and expenses for which Parent or Purchaser will be responsible, and to provide adequate working capital for the operation of the Company upon consummation of the Offer and at the Effective Time.
Financing; Sufficient Funds. (a) Parent has delivered to the Company a true, correct and complete copy of the executed debt commitment letter, dated as of the date hereof, from the Debt Financing Sources party thereto, together with the true, correct and complete copies of any related executed fee letters (the “Debt Fee Letters”) (provided that, solely with respect to any such Debt Fee Letters, the amounts, economic, financial, dollar and ratio terms (including related dates), “flex” terms and securities demand provisions (none of which affects availability, timing, conditionality, enforceability, termination or aggregate principal amount of such financing), in each case, may be redacted in a customary manner) (collectively, including all exhibits, schedules, amendments, supplements, modifications and annexes thereto, the “Debt Commitment Letter” or the “Financing Commitments”), pursuant to which, and subject to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend the aggregate amount of debt financing set forth therein to Acquisition Sub for the purpose of, among other things, funding the transactions contemplated by this Agreement (including any debt securities contemplated to be issued in lieu of any bridge commitments thereunder, and together with any alternative debt financing pursuant to Section 6.11(d), the “Debt Financing”). 49
