Common use of Permitted Financing Clause in Contracts

Permitted Financing. On the Closing Date, the terms of the final, executed documents in connection with the Permitted Financing will not diverge in any material and adverse respect relative to the governance terms included in (i) the drafts of the Permitted Financing documents delivered by Seller to Purchaser on October 28, 2014 and (ii) the Letter of Intent; provided, however, that no change shall be deemed to be material and adverse if it results in a corresponding adjustment to the Base Purchase Price pursuant to Annex II.