Common use of Debt Commitment Letter Clause in Contracts

Debt Commitment Letter. As of the date hereof, Acquiror has provided the NESCO Owner with a true, correct and complete copy of the Debt Commitment Letter. The Debt Commitment Letter has been duly authorized and executed by Acquiror (and, to the knowledge of Acquiror, the other parties thereto). As of the date hereof, the Debt Commitment Letter has not been amended or modified and the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letter (a) is, to the knowledge of Acquiror, in full force and effect and (b) constitutes the legal, valid and binding obligation of Acquiror, and to the knowledge of Acquiror, the other parties thereto, in each case, enforceable by Acquiror against each such counterparty in accordance with its terms; provided, that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Commitment Letter on the part of Acquiror or its Subsidiaries or, to the knowledge of Acquiror, any other parties thereto. As of the date hereof and subject to the satisfaction of the conditions set forth in Article X, Acquiror does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Acquiror on the Closing Date. Subject to payment of fees set forth therein, the Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to Acquiror on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Acquiror or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter and any customary engagement letter and non-disclosure agreements that do not impact the conditionality or amount of the Debt Financing.

Debt Commitment Letter. As The Company has provided to Parent a true and complete copy of a fully executed commitment letter, including all annexes, exhibits, schedules and other attachments thereto (the “Debt Commitment Letter”), dated as of the date hereof, Acquiror has provided entered into by and among inVentiv Group Holdings and the NESCO Owner lenders party thereto, pursuant to which the lenders party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide inVentiv Group Holdings with a true, correct and complete copy of debt financing in the amounts set forth therein (the “Committed Debt Commitment LetterFinancing”). The Debt Commitment Letter has not been duly authorized and executed amended, restated or otherwise modified or waived by Acquiror (and, inVentiv Group Holdings prior to the knowledge date of Acquirorthis Agreement, the other parties thereto). As of the date hereof, the Debt Commitment Letter has not been amended or modified and the commitments contained in the Debt Commitment Letter have not been withdrawn withdrawn, modified or rescinded in any respectrespect prior to the date of this Agreement. As of the date hereof, the Debt Commitment Letter (a) is, to the knowledge of Acquiror, is in full force and effect and (b) constitutes the legal, valid and binding obligation of AcquirorinVentiv Group Holdings and, and to the knowledge of Acquirorthe Company, the other parties thereto, in each casesubject to applicable bankruptcy, enforceable by Acquiror against each such counterparty in accordance with its terms; provided, that insolvency and other similar Laws affecting the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There are no conditions precedent to general principles the funding by the incremental lenders of equity. As the full amount of the Committed Debt Financing other than as expressly set forth in the Debt Commitment Letter and the Existing Company Term Loan Agreement, and, as of the date hereof, there are no side letters or other contracts or arrangements related to the Committed Debt Financing other than the Debt Commitment Letter, the fee letter for the Committed Debt Financing executed by inVentiv Group Holdings (a true and complete copy of which has been provided by the Company to Parent) (the “Fee Letter”) and the engagement letter (the “Best Efforts Engagement Letter”) and fee letter (the “Best Efforts Fee Letter”) executed by both Parent and the Company relating to the Best Efforts Debt Financing. Assuming that the representations and warranties of Parent are true and correct and Parent complies with its obligations hereunder, in each case, to the extent required by Section 6.3, as of the date of this Agreement, (A) no event has occurred which, which would constitute a breach or default (or an event which with notice or without notice, lapse of time or both, both would constitute a default or breach default) on the part of inVentiv Group Holdings under the Debt Commitment Letter on the part of Acquiror or its Subsidiaries or, to the knowledge of Acquirorthe Company, any other parties thereto. As party to the Debt Commitment Letter, and (B) other than as a result of the date hereof and subject to the satisfaction incurrence of the conditions set forth Best Efforts Debt Financing in Article Xlieu of the Committed Debt Financing, Acquiror the Company does not have any reason to believe that any of the conditions to the Committed Debt Financing or any of the requirements for the incurrence of the Committed Debt Financing as an “Incremental Term Facility” under the Existing Company Term Loan Agreement, in each case, to be satisfied or complied with by inVentiv Group Holdings, the Company or their Affiliates will not be satisfied or complied with or that the Committed Debt Financing will not be available to Acquiror on at the Closing Dateto the extent necessary to permit inVentiv Group Holdings to effect (either directly or by providing sufficient funds to Parent) the payment in full of the obligations of Parent and its subsidiaries under the Existing Parent Credit Facility (other than unasserted contingent obligations and letters of credit which have been backstopped or cash collateralized in the manner required by the Existing Parent Credit Facility) (the “Parent Refinancing”). Subject inVentiv Group Holdings has fully paid all commitment fees or other fees required to payment be paid by it prior to the date of fees set forth therein, this Agreement pursuant to the Debt Commitment Letter contains all of or the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to Acquiror on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Acquiror or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter and any customary engagement letter and non-disclosure agreements that do not impact the conditionality or amount of the Debt FinancingFee Letter.

Debt Commitment Letter. As of the date hereof, Acquiror has provided the NESCO Owner with a true, correct A true and complete copy of the Debt Commitment Letter. The fully executed Debt Commitment Letter as in effect on the date hereof has been duly authorized and executed by Acquiror (and, provided to the knowledge of Acquiror, Company. Parent has fully paid any and all commitment or other fees required by the other parties thereto)Debt Commitment Letter to be paid on or before the date hereof. As of the date hereof, the Debt Commitment Letter has not been amended is valid and in full force and effect and enforceable against Parent and, to the knowledge of Parent, each other party thereto, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or modified other laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. As of the date hereof, there are no conditions precedent or other contingencies related to the Financing as contemplated by the Debt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter (such conditions, the “Financing Conditions”), and none of the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. As Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the date hereofFinancing or transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letter (a) isand the fee letters and engagement letters related thereto. Neither such fee letters nor such engagement letters contain any term or condition that could affect the initial funding of the Financing or the availability of the Financing. The aggregate proceeds of the Financing contemplated by the Debt Commitment Letter, together with the available cash on hand at Parent on the Closing Date, will be sufficient for Merger Sub and the Surviving Corporation to the knowledge of Acquiror, in full force and effect and (b) constitutes the legal, valid and binding obligation of Acquiror, make all Closing Date Payments and to pay all fees and expenses required to be paid by Parent or Merger Sub in connection with the knowledge of Acquiror, the other parties thereto, in each case, enforceable transactions contemplated by Acquiror against each such counterparty in accordance with its terms; provided, that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equitythis Agreement. As of the date hereof, no event neither Parent nor Merger Sub has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Commitment Letter on the part of Acquiror or its Subsidiaries or, to the knowledge of Acquiror, any other parties thereto. As of the date hereof and subject to the satisfaction of the conditions set forth in Article X, Acquiror does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Acquiror Parent and Merger Sub on the Closing Date. Subject to payment of fees set forth therein, the Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to Acquiror on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Acquiror or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter and any customary engagement letter and non-disclosure agreements that do not impact the conditionality or amount of the Debt Financing.

Debt Commitment Letter. As of Buyer has delivered to the date hereof, Acquiror has provided the NESCO Owner with Seller a true, correct 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”). The As of the date of this Agreement, (i) the Debt Commitment Letter has been duly authorized Letter, in the form so delivered, is (A) a valid and executed by Acquiror (binding obligation of the Buyer and, to the knowledge of Acquirorthe Buyer, the other parties thereto). As of the date hereof, the Debt Commitment Letter has not been amended or modified thereto and the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letter (aB) is, to the knowledge of Acquiror, valid and in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect and (bii) constitutes the legal, valid and binding obligation Buyer is not in breach of Acquiror, and to the knowledge of Acquiror, the other parties thereto, in each case, enforceable by Acquiror against each such counterparty in accordance with its terms; provided, that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. As any of the date hereof, terms or conditions set forth therein and no event has occurred which, with or without notice, lapse of time or both, would could reasonably be expected to constitute a default breach or breach under failure to satisfy a condition precedent set forth in the Debt Commitment Letter on the part of Acquiror or its Subsidiaries or, to the knowledge of Acquiror, any other parties theretoLetter. As of the date hereof and 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 Article XSection 5.1(a)(i) and (ii) hereof, Acquiror does not have any Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term of the conditions condition of closing to be satisfied by it set forth in the Debt Financing will not be satisfied Commitment Letter prior to or that the Debt Financing will not be available to Acquiror on the Closing Date. Subject to payment Assuming the funding of fees set forth therein, the Debt Financing in accordance with the Debt Commitment Letter contains 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 parties thereunder lenders under the Debt Commitment Letter to make the Debt Financing available to Acquiror on 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; provided that the terms therein. As of thereof shall not (i) reduce the date hereof, there are no side letters or other agreements, contracts or arrangements to which Acquiror or any of its Affiliates is a party related to the funding or investing, as applicable, of the full aggregate amount of the Debt Financing, (ii) expand upon the conditions precedent to the Debt Financing other than as expressly set forth in the Debt Commitment Letter and delivered to the Seller at or prior to the date hereof in any customary engagement letter and non-disclosure agreements respect that do not impact would reasonably be expected to make such conditions less likely to be satisfied, or (iii) reasonably be expected to delay the conditionality or amount of the Debt FinancingClosing.

Debt Commitment Letter. As If, at any time after the date of this Agreement, the PropCo Buyer does not have unrestricted cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreements or other lines of credit sufficient to pay (a) the Transfer Sub Membership Interest Purchase Price and all other necessary fees, expenses and other amounts payable by the PropCo Buyer in connection with the consummation of the Transactions and (b) the amount required to pay the purchase price and any related fees and expenses in connection with any executed acquisition transactions pending as of the date hereofof this Agreement (collectively, Acquiror has the “PropCo Buyer Required Amount”), Seller may request in writing that PropCo Buyer obtain an executed commitment letter from one or more financing sources pursuant to which they have committed, subject solely to the terms and conditions therein (which terms and conditions shall be reasonably acceptable to the Seller), to provide, or cause to be provided, the PropCo Buyer with debt financing in an amount sufficient, when taken together with unrestricted cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreement or other lines of credit, to fund the PropCo Buyer Required Amount (a “Debt Commitment Letter”); provided that the NESCO Owner with PropCo Buyer shall not be obligated to obtain a Debt Commitment Letter in an amount greater than the Transfer Sub Membership Interest Purchase Price if the sole use of proceeds for such Debt Commitment Letter is the payment of the Transfer Sub Membership Interest Purchase Price. Upon receiving such written request, PropCo Buyer shall obtain a Debt Commitment Letter within twenty-eight (28) days of PropCo Buyer’s receipt of such written request. The PropCo Buyer shall promptly after receipt of the Debt Commitment Letter provide to the Seller true, correct and complete copy copies of the Debt Commitment Letter. The Unless otherwise agreed by the Seller expressly in writing, any Debt Commitment Letter has been duly authorized and executed by Acquiror (and, to the knowledge of Acquiror, the other parties thereto). As of the date hereof, the Debt Commitment Letter has not been amended or modified and the commitments contained shall remain in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letter (a) is, to the knowledge of Acquiror, in full force and effect and (b) constitutes the legal, valid and binding obligation of Acquiror, and to the knowledge of Acquiror, the other parties thereto, in each case, enforceable by Acquiror against each such counterparty in accordance with its terms; provided, that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Commitment Letter place on the part of Acquiror or its Subsidiaries or, to the knowledge of Acquiror, any other parties thereto. As of the date hereof and subject to the satisfaction of the conditions set forth in Article X, Acquiror does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Acquiror on committed terms until the Closing Date. Subject to payment For the avoidance of fees set forth thereindoubt, the Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder Seller to make the Debt cooperate in connection with any Financing available to Acquiror on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Acquiror or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as expressly set forth in the Section 6.18 shall apply to any Debt Commitment Letter requested by Seller pursuant to this Section 6.28. Notwithstanding the foregoing, in the event that PropCo Buyer receives any written request from Seller pursuant to this Section 6.28 and any customary engagement letter PropCo Buyer is subsequently able to reasonably demonstrate to Seller that it has sufficient cash, cash equivalents or marketable securities together with available borrowings under its existing revolving credit agreements or other lines of credit in amount equal to or greater than the PropCo Buyer Required Amount, then the Seller’s request shall be automatically be deemed to have been fulfilled and non-disclosure agreements that do not impact the conditionality or amount all of the Debt FinancingPropCo Buyer’s obligations pursuant to this Section 6.28 shall automatically be deemed to be satisfied.