Debt Commitment Letter. Buyer has delivered to the Seller a true and complete copy of the executed commitment letter from Deutsche Bank Trust Company Americas and Deutsche Bank Securities Inc. (the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, certain lenders and their affiliates have committed to provide and arrange the financings described therein, the proceeds of which may be used to consummate the purchase of the Shares and the other transactions contemplated by this Agreement (the “Debt Financing”). As of the date of this Agreement, (i) the Debt Commitment Letter, in the form so delivered, is (A) a valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto and (B) valid and in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect and (ii) Buyer is not in breach of any of the terms or conditions set forth therein and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or failure to satisfy a condition precedent set forth in the Debt Commitment Letter. As of the date of this Agreement, subject to the accuracy of the representations and warranties set forth in Section 3.1 hereof, and the satisfaction of the conditions set forth in Section 5.1(a)(i) and (ii) hereof, Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term of condition of closing to be satisfied by it set forth in the Debt Commitment Letter prior to or on the Closing Date. Assuming the funding of the Debt Financing in accordance with the Debt Commitment Letter, the proceeds from such Debt Financing constitute all of the financing required for the consummation of the transactions contemplated by this Agreement and, together with the funds in the Trust Fund (of not less than $220 million and not more than $245 million), are sufficient for the satisfaction of all of Buyer’s obligations under this Agreement, including the payment of the Purchase Price (and any fees and expenses of or payable by Buyer). All of the conditions precedent to the obligations of the lenders under the Debt Commitment Letter to make the Debt Financing available to Buyer are set forth in the Debt Commitment Letter. Notwithstanding anything in this Agreement to the contrary, the Debt Commitment Letter may be amended, modified or supplemented after the date hereof but prior to the Closing...
Debt Commitment Letter. Parent has delivered to the Company a true, correct and complete copy of (i) a fully executed debt commitment letter, dated as of the Agreement Date from the Financing Commitment Sources (together with all exhibits, annexes, schedules and term sheets attached thereto and with the Redacted Fee Letter, in each case as amended, modified, supplemented, replaced or extended from time to time after the Agreement Date, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Letters”); and (ii) the Redacted Fee Letter, pursuant to which such financial institutions have agreed to provide, on the terms and subject to the conditions set forth therein, debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”).
Debt Commitment Letter. To the extent Purchaser agrees to any amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter or the fee letter related thereto or enters into other agreements or arrangements in respect of any Financing (including alternative financing), Purchaser shall promptly deliver to Seller copies thereof (which may, in the case of fee letters, be redacted to remove fees, the rates and amounts in the “market flex”, if any, and other terms that would not adversely affect the amount, conditionality, availability or termination of the Financing contemplated thereby). Purchaser shall give Seller prompt (and in any event within five (5) business days) written notice of any circumstance of which Purchaser becomes aware that could reasonably be expected to materially and adversely affect the timely availability of, or the amount of, the Financing. Purchaser shall keep Seller informed, at Seller’s reasonable request from time to time, of the status of its efforts to arrange and consummate the Financing.
Debt Commitment Letter. “Debt Commitment Letter” is defined in Section 3.9 of the Agreement.
Debt Commitment Letter. At the Closing, the Purchaser shall cause the Investor to enter into and deliver the Debt Commitment Letter. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to execute and deliver such documents and take such other actions (other than the satisfaction or removal of Encumbrances) as may be required to satisfy the conditions to the initial advance under the Debt Commitment Letter on or before the effective date of the Plan. On the effective date of the Plan, the Purchaser shall cause the Investor to make the initial advance under the Debt Commitment Letter subject to the terms and conditions set forth therein (unless the Debt Commitment Letter has otherwise terminated in accordance with its terms).
Debt Commitment Letter. Section 7.15 Debt Financing – Section 8.13(a)
Debt Commitment Letter. “Debt Commitment Letter” shall have the meaning set forth in Section 4.6(a).
Debt Commitment Letter. The Buyer or Buyer Sub shall keep the Company informed on a current basis in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any amendment or modification to be made to, or any waiver of any provision of or remedy under, the Debt Commitment Letter in any respect adverse and material, when taken as a whole, to the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed (it being understood that the Buyer may agree to amend the Debt Commitment Letter to provide for the assignment of a portion of the debt commitment to additional agents or arrangers and granting such persons approval rights with respect to certain matters as are customarily granted to additional agents or arrangers).
Debt Commitment Letter. CEH LLC shall (a) use reasonable best efforts to perform and comply with its obligations and actions required of it to satisfy the obligations and conditions under the Debt Commitment Letter until the consummation of the Pinnacle Merger; (b) use reasonable best efforts to perform and comply with its obligations and actions required of it to satisfy the obligations and conditions under the Pinnacle Senior Credit Facility from and after the consummation of the Pinnacle Merger until and as of the Closing; (c) deliver to the Company and the Designated Representative, a copy of the Pinnacle Senior Credit Facility upon consummation of the Pinnacle Merger; and (d) use its reasonable best efforts to effectuate the High Yield Offering prior to, at or as of the Closing.
Debt Commitment Letter. “Debt Commitment Letter” means the debt commitment letter among MIFSA, Deutsche Bank AG New York Branch, and Deutsche Bank Securities Inc., dated as of the date hereof, as it may be amended, supplemented, replaced or otherwise modified pursuant to Section 6.14, together with all exhibits, schedules and annexes thereto, pursuant to which the financial institutions party thereto have agreed, subject only to the conditions to availability of the Debt Financing expressly set forth therein, to provide or cause to be provided the debt financing set forth therein for the purposes of financing the Transactions.
