Required Financing Clause Samples
The Required Financing clause defines the obligation of a party, typically a buyer, to secure a specified amount and type of funding necessary to complete a transaction. This clause outlines the minimum financing terms that must be obtained, such as loan amount, interest rate, or lender requirements, and may set deadlines for securing such financing. Its core practical function is to ensure that the transaction can proceed only if adequate funding is available, thereby protecting both parties from the risk of a failed deal due to insufficient financing.
Required Financing. (a) Promptly following the date of execution of this Agreement, the Parent shall undertake and shall use its Reasonable Best Efforts to obtain from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, the “Investors”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Buyer to pay the Base Purchase Price, other financial obligations owed pursuant to the DiscCo Merger Agreement, and all transaction expenses contemplated by this Agreement and the other Transaction Documents (the “Required Financing”).
(b) The final terms and conditions of the Required Financing shall be reasonably acceptable to the Board of Directors of Parent and reasonably acceptable to the Stockholders. The Parties acknowledge that all or certain of the Investors may require, as a condition to such Required Financing, that the Purchased Assets of the Company be subject to liens, pledges, encumbrances and Security Interests in favor of one or more of such Investors (collectively, the “Investor Collateral”). The terms and conditions of the Required Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable to the Stockholders, as indicated in writing, such acceptance to not be unreasonably withheld.
(c) The Parent has delivered to the Stockholders from White Oak Global Advisors, LLC (“White Oak”) a term sheet for up to $35,000,000 of senior debt financing (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability of the Required Financing, all in such form and with such terms and conditions as are reasonably acceptable to the source of such Required Financing, the Parent and the Stockholders. The Stockholders may terminate this Agreement and the Transaction contemplated hereby in the event the Parent has not delivered a reasonably acceptable evidence of the Required Financing by January 7, 2016. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects to terminate this Agreement, both Stockholders shall be deemed to have terminated this Agreement.
(d) True a...
Required Financing. Parent and MergerCo have revolving credit facility and high yield bridge financing commitments in place which, if funded in accordance with their terms, together with equity capital commitments from the limited partners of Parent and certain additional equity capital commitments from certain of the limited partners of Parent (the "Side-by-Side Equity Commitments"), will provide sufficient funds to consummate the Transactions (collectively, the "Transaction Costs"), including, without limitation, to (i) pay the Merger Consideration pursuant to Section 2.1(c), (ii) refinance the outstanding indebtedness of the Company, (iii) pay any fees and expenses in connection with the Transactions or the financing thereof and (iv) provide for the working capital needs of the Company following the Merger, including, without limitation, if applicable, letters of credit. Neither Parent nor MergerCo has any reason to believe that any condition to such financing commitments cannot or will not be waived or satisfied prior to the Effective Time. Parent has provided to the Company true, complete and correct copies of all financing commitment letters executed by the revolving credit facility lender and the high yield bridge lender (collectively, the "Lenders"), including any exhibits, schedules or amendments thereto (the "Financing Letters"). Parent has provided to the Company true, complete and correct copies of each Side-by-Side Equity Commitment letter executed by the limited partner of Parent signatory thereto, including any exhibits, schedules or amendments thereto. The advisory board of Parent has approved an investment by Parent of $40,000,000 of Fund Capital (as hereinafter defined) in the Company and, from and after the date of this Agreement, the advisory board of Parent shall not withdraw or change such approval unless this Agreement shall have been terminated in accordance with its terms.
Required Financing. The USRP Entities have sufficient funds to consummate the Transactions, including, without limitation, to (i) pay the Stock Exchange Fund and the Unit Exchange Fund (each as defined in the Merger Agreement), (ii) pay any fees and expenses incurred by the USRP Entities in connection with the Transactions, and (iii) provide for the working capital needs of the USRP Entities following the consummation of the Transactions.
Required Financing. 30 5.5 Formation of the USRP Entities; No Prior Activities...................................................31 5.6 Capitalization........................................................................................31 5.7 [Intentionally Omitted]...............................................................................32 5.8 Brokers...............................................................................................32
Required Financing. Parent PLC has or has available to it, and will make available to Parent, all funds necessary to satisfy Parent's and Acquisition Sub's obligations under this Agreement to purchase all outstanding Shares pursuant to the Offer and the Merger.
Required Financing. Parent has delivered to the La Quinta Entities correct and complete copies of (a) an executed commitment letter from Blackstone Real Estate Partners IV L.P. to provide equity financing in an aggregate amount of $500,000,000 (the “Equity Funding Letter”), and (b) an executed commitment letter (the “Financing Letter”) from Bank of America, N.A., M▇▇▇▇▇▇ L▇▇▇▇ Mortgage Lending, Inc. and Bear S▇▇▇▇▇▇ Commercial Mortgage, Inc. (collectively, the “Lenders”) pursuant to which the Lenders have committed to provide Parent and certain existing or future subsidiaries of Company MergerCo and Properties MergerCo with financing in an aggregate amount of $2,960,000,000 (the “Debt Financing” and together with the financing referred to in clause (a) being collectively referred to as the “Financing”). The Equity Funding Letter, in the form so delivered, is a legal, valid and binding obligation of the parties thereto and is in full force and effect as of the date hereof. The Financing Letter is in full force and effect and is a legal, valid and binding obligation of Parent, and to the knowledge of Parent, the other parties thereto. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent under either the Equity Funding Letter or the Financing Letter. Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Equity Funding Letter or the Financing Letter. Parent has fully paid any and all commitment fees and other fees required by the Financing Letter to be paid as of the date hereof. Parent shall have at the Closing and at the Effective Time proceeds in connection with the Financing in an amount equal to up to $3,460,000,000 which will provide Parent with acquisition financing at the Effective Time sufficient to consummate the Mergers upon the terms contemplated by this Agreement.
Required Financing. Purchaser and Parent agree to arrange the Financing (as defined herein) and to satisfy the conditions set forth in the Financing Agreements. Purchaser shall keep Chateau informed of the status of its arrangements with respect to the Financing. Purchaser shall provide written notice to Chateau within 24 hours of any material developments affecting the status of the Financing.
Required Financing. Notwithstanding that the availability of financing is not a condition to the obligations of Parent or Purchaser hereunder, Purchaser and Parent agree to arrange the Financing (as defined herein) and to satisfy the conditions set forth in the agreements relating to the Financing. Purchaser shall keep Seller informed of the status of its arrangements with respect to the Financing. Purchaser shall provide notice to Seller within 24 hours of any material developments affecting the status of the Financing.
Required Financing. (a) At Closing, the Purchaser will have irrevocable and unconditional commitments in place for equity contributions and/or debt financing in sufficient aggregate amount to provide sufficient immediately available funds to consummate the transactions contemplated hereby, including (1) to pay the Purchase Price, including, without limitation prepaying the Existing Credit Facility and paying the Management Shares Consideration, and (2) to pay any fees and expenses in connection with the transactions contemplated hereby or the financing thereof.
(b) The Purchaser acknowledges that its obligations under this Agreement are not subject to, or conditional on, obtaining the required debt financing and/or equity contributions.
Required Financing. Ferrotec and Merger Sub (i) have commitments or credit facilities in place which, either alone or with cash presently on hand, will provide sufficient funds to purchase and pay for the Shares pursuant to the Offer and the Merger in accordance with the terms of this Agreement and to consummate the transactions contemplated hereby and (ii) will have on the Expiration Date, and at the Effective Time, sufficient funds to purchase and pay for the Shares pursuant to the Offer and the Merger, respectively, in accordance with the terms of this Agreement. Ferrotec's credit facilities permit Ferrotec to borrow money under such facilities and use such funds to purchase and pay for the Shares pursuant to the Offer and the Merger in accordance with the terms of this Agreement and to consummate the transactions contemplated hereby.