Financing Failure definition

Financing Failure means a refusal or other failure, for any reason, on the part of any person that has executed the Commitment Letter or any definitive financing document relating to the Financing (including the related credit agreement), or on the part of any other person obligated or expected at any time to provide or release a portion of the Financing, to provide or release a portion of such Financing.

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Financing Failure has the meaning set forth in Section 7.1(c).

Financing Failure. “Financing Failure” shall mean a refusal or other failure, for any reason, on the part of any Person that has executed the Debt Commitment Letter or any definitive financing document relating to the Debt Financing (including the Credit Agreement), or on the part of any other Person obligated or expected at any time to provide or release a portion of the Debt Financing (including the Term Loan and the Applicable Bridge Loan), to provide or release a portion of such Debt Financing; provided, however, that any such refusal or other failure shall not be deemed to be a “Financing Failure” for purposes of the Agreement if such refusal or other failure results directly from a Willful Breach of any of the Parent Financing Covenants.”

Examples of Financing Failure in a sentence

• In no event, however, will any such shortfall be a basis for any Financing Failure and it is the intention of the Parties that MCWD and MCWRA shall be reimbursed for any Replacements which cannot be funded from the Indebtedness incurred under this Agreement.

• In the event of any Financing Failure, the Parent Financing Sources will not have any liability of any nature (for any breach of this Agreement or of the Debt Financing Commitment) to the Company or any of its Subsidiaries or to any stockholder or Affiliate of the Company or any of its Subsidiaries.

• Services during Construction All invoices will be prepared and submitted in accordance with requirements of Task 2 of this agreement.

• For the avoidance of doubt, the obtaining of Debt Financing is not a condition to the obligations of Parent and Merger Sub to effect the Merger; provided, however, that if this Agreement is terminated as a result of a Financing Failure, the Company’s sole and exclusive remedy shall be the payment by Parent of the Reverse Termination Fee, if any, to the Company as provided in Section 7.3(d).

• Notwithstanding the foregoing or anything else to the contrary in this Agreement, if this Agreement is terminated as a result of a Financing Failure, the Company’s sole and exclusive remedy shall be the payment by Parent of the Reverse Termination Fee to the Company, if any, as provided in Section 7.3.

More Definitions of Financing Failure

Financing Failure means a refusal, for any reason, of the Financing Parties to provide the Financing in full or any other failure, for any reason, of the Financing to be provided in full, in each case, pursuant to, and in accordance with the terms and conditions of, the Debt Letters (or if definitive agreements relating to the Financing have been entered into, pursuant to such agreements).

Financing Failure means the proceeds of the Debt Financing (or the Alternative Financing, if applicable) are not available to Buyers on the terms set forth, as of the date of termination of this Agreement, in the Debt Commitment Letter (or Alternative Commitment Letter, if applicable).

Financing Failure means either (i) the Debt Financing is not available or (ii) Parent has not received aggregate proceeds from the Debt Financing or any alternative debt financing required to be sought by Parent pursuant to Section 7.13, in an amount equal to or greater than the amount of the Debt Financing contemplated by the Debt Commitment Letter.

Financing Failure means a failure by Parent and/or Merger Sub to receive the proceeds from the Financing or any Alternate Financing.

Financing Failure means the failure of the Buyer to obtain the Debt Financing on the terms provided for in the Debt Commitment Letters or Alternate Financing that is sufficient to finance the consummation by the Buyer of the transactions contemplated by this Agreement.

Financing Failure means a refusal or other failure, for any reason, on the part of any Debt Financing Source that has executed a Debt Commitment Letter or any definitive financing document relating to the Debt Financing, or on the part of any other Debt Financing Source obligated or expected at any time to fund a material portion of the Debt Financing, to fund, when required pursuant to the terms and conditions of the Debt Commitment Letter, a material portion of such Debt Financing; provided, however, that any such refusal or other failure shall not be deemed to be a “Financing Failure” for purposes hereof if such refusal or other failure results from an intentional breach or failure to perform by Parent or Merger Sub of Section 4.07 with respect to the Debt Financing or of any of the Financing Covenants or a material breach by Parent, Intermediate Holdco, Merger Sub, any Equity Financing Source or any of the Family Stockholders of any Ancillary Agreement or Commitment Letter.

Financing Failure means (a) the Financing is not available or (b) Parent or Merger Sub has not received aggregate proceeds from the Financing Sources in an amount equal to or greater than the amount of the Financing.