Closing; Commitment. Subject to the Lender Conditions, Lender agrees to fund the Initial Commitment Advance to Borrower at the Closing and to fund the balance of the Commitment to the Borrower in accordance with the terms and conditions of this Agreement provided, however, that all Advances shall be subject to, and made in accordance with, the terms and conditions of Section 3(b). Notwithstanding anything else to the contrary contained herein, Lender shall have no obligation to make any Advance unless each of the Lender Conditions has been satisfied.
Closing; Commitment. (a) The COMPANY determines that it intends to pursue this "SERVICES VENDOR" Agreement as has been described throughout herein, as a Contract to provide Company with services, products and programs provided by the SERVICES VENDOR, as intended, as an independent entity. Furthermore, at no time during the performance of this Agreement, does the SERVICES VENDOR intend, nor will the SERVICES VENDOR attempt, to circumvent the Company's custom products or programs, its working relationships, business relationships, vendor and/or contractual Agreements (contracts), customer and/or member relationships (Agreements and/or contracts), suppliers, distributors or resellers Agreements (contracts) or relationships, as has been determined herein, and/or shall be determined hereafter, ongoing, and as will be determined herein and hereafter by the efforts of all parties mutually committed herein, in any manner. Including any attempt hereafter to access said working and business relationships, Agreements and contracts for such purposes as to directly or indirectly circumvent the Company for profit or for any intended gain.
(b) All third party vendors, contractors, suppliers, distributors, resellers, clients, customers, agents and/or members, and any related relationships and contracts of or with the COMPANY and SERVICES VENDOR shall remain Confidential and shall not be disclosed to any third party without the expressed written permission of the COMPANY AND SERVICES VENDOR. Any Breach of this Confidentiality shall cause the COMPANY AND SERVICES VENDOR to incur substantial losses of Asset Value, income and credibility (measurable "GOOD WILL"). That any violation of these Terms and Conditions, is a breach of contract, and liable under all provisions of law in relation to said violation, as may be allowed by law. And, the Company shall seek that any third party Agreements of the SERVICES VENDOR likewise include a similar clause committing to the same that no circumvention of its market, clients, customers, related relationships and contracts, or product program(s) shall occur, likewise. Agreed to this March__________, 2004 XXXXXX BEALTMONT, INC. ------------------------------------ Xxxxxxxx Xxxxxx, CEO Agreed to this March__________, 2004 BENTLEY COMMERCE CORPORATION ------------------------------------ Xxxxx Xxxx, CEO EXHIBIT A AND ATTACHMENTS TO EXHIBIT A MARCH 8, 2004 LETTER OF INTENT This AGREEMENT executed this 8th day of March 2004, by and between Xxxxxx Beaumont Inc. (MB)...
Closing; Commitment. At the Closing, the Title Agent shall issue or cause to be issued to the Purchaser either (i) an ALTA Owner Marketability Title Insurance Policy pursuant to the terms of the Title Commitment (“Title Policy”), or (ii) an endorsement to the Title Commitment, or a “marked up” duplicate original of the Title Commitment, in either case reflecting that all requirements of the Title Commitment have been fulfilled or waived and eliminating the “gap exception,” eliminating or modifying the standard ALTA exceptions in accordance with the Title Commitment approved (or deemed approved) by the Purchaser and any other exceptions not included in the Approved Title to which the Purchaser has objected, and extending the effective date of coverage through the recording of the deed of conveyance to the Purchaser (the “Closing Commitment”).
Closing; Commitment. At Closing, Seller will cause Title Agent to issue to Buyer an endorsement to each Title Commitment or a "marked up" duplicate original of each Title Commitment (each, a "Closing Commitment"), reflecting that all requirements of the Title
Closing; Commitment. Trident Pine hereby commits, subject to the terms and conditions set forth in Section 3(a) hereof, that, immediately prior to the Closing, it shall purchase, or shall cause the purchase of, directly or indirectly through one or more intermediate entities, equity securities of Parent with an aggregate purchase price not to exceed $800,000,000 solely to (A) pay a portion of the aggregate Merger Consideration and all other amounts required to be paid or repaid by Parent or its Affiliates on the Closing Date in connection with the transactions contemplated by the Merger Agreement, (B) pay any and all fees and expenses required to be paid by Parent at the Closing in and (B) satisfy all of the other payment obligations of Parent contemplated by the Merger Agreement and payable on the Closing Date (the “Closing Commitment”). Trident Pine may effect the purchase of equity securities of Parent directly or indirectly through one or more affiliated entities. The amount of the Closing Commitment to be funded under this commitment letter immediately prior to the Closing may be reduced by Trident Pine, upon the prior written consent of the Company (not to be unreasonably, withheld or delayed; provided that it shall be unreasonably to withhold consent where sufficient aggregate funds are committed from one or more other Persons), in an amount specified by Parent solely to the extent that Parent does not require the full amount of the Closing Commitment in order to fund the payment of the obligations referenced in the first sentence of this Section 1(a).
Closing; Commitment. Upon the terms and subject to the conditions set forth herein, including in Section 2, the Investors hereby severally (and not jointly or jointly and severally) commit to Parent to purchase, or cause the purchase of, directly or indirectly, at the Closing, Equity Securities of Parent for an aggregate amount in immediately available cash funds of $600,000,000 (the “Closing Commitment”), which Closing Commitment shall be used by Parent and Merger Sub to pay all Required Amounts, and not for any other purpose. The aggregate obligation of the Investors to fund any amounts pursuant to this Section 1 shall in no event exceed the Closing Commitment in the aggregate (or, in the case of each Investor, its Pro Rata Percentage (as such term is defined below) of such amount) (the “Closing Commitment Cap”). The Investors may effect the purchase of Equity Securities of Parent directly or indirectly through one or more affiliated entities; provided that no such action will relieve the Investors of their obligations and liabilities hereunder. The obligation of the Investors to fund any portion of the Closing Commitment may be reduced by the Investors only (i) to the extent that such lesser amount of the Closing Commitment is sufficient to (and the full amount of the Closing Commitment is not required to) fund all of the Required Amounts, or (ii) on a dollar for dollar basis for purchases of securities of Parent by an assignee or transferee permitted by Section 6 of this letter agreement made at or prior to the Closing.
Closing; Commitment. Trident VII, L.P., Trident VII Parallel Fund, L.P., Trident VII DE Parallel Fund, L.P. and Trident VII Professionals Fund, L.P. (collectively, the “Trident VII Funds”) hereby commit, severally but not jointly, and subject to the terms and conditions set forth in Section 3(a) hereof, that, immediately prior to the Closing, each shall agree to fund the amounts set forth opposite their names on Schedule 1 (each, the applicable “Closing Commitment”) to Trident Pine solely to allow Trident Pine to (A) pay a portion of the aggregate Merger Consideration and all other amounts required to be paid or repaid by Parent or its Affiliates on the Closing Date in connection with the transactions contemplated by the Merger Agreement, (B) pay any and all fees and expenses required to be paid by Parent at the Closing in and (C) satisfy all of the other payment obligations of Parent contemplated by the Merger Agreement and payable on the Closing Date. The amount of the Closing Commitments to be funded under this commitment letter immediately prior to the Closing may be reduced dollar for dollar on a pro rata basis along with any reduction to the Closing Commitment under the Trident Pine Equity Commitment Letter pursuant to the terms thereof.
Closing; Commitment. At Closing, Seller will cause Title Agent to ------------------ issue to Buyer an endorsement to each Title Commitment or a "marked up" duplicate original of each Title Commitment (each, a "Closing Commitment"), ------------------- reflecting that all requirements of the Title Commitment have been fulfilled or waived and eliminating the "gap exception," the standard ALTA exceptions, any exceptions for Gap Title Defects to which Buyer has timely objected, containing any endorsements required by Lender, and extending the effective date of coverage through recording of the deed of conveyance to Buyer. The Title Policy will be delivered to Buyer (and Lender, if applicable) promptly after Closing.
Closing; Commitment. At Closing, Seller will cause Title Agent to issue to Buyer an endorsement to the Title Commitment or a "marked up" duplicate original of the Title Commitment (the "Closing Commitment"), reflecting that all requirements of the Title Commitment have been fulfilled or waived and eliminating the "gap exception," the standard ALTA exceptions and any exceptions for Title Defects to which Buyer has timely objected, and extending the effective date of coverage through recording of the deed of conveyance to Buyer. The Title Policy will be delivered to Buyer promptly after Closing.
Closing; Commitment. Madison Dearborn Capital Partners VII-A, L.P., Madison Dearborn Capital Partners VII-C, L.P., and Madison Dearborn Capital Partners VII Executive-A, L.P., each a Delaware limited partnership (collectively, the “MDP VII Funds”) hereby commit, severally but not jointly, and subject to the terms and conditions set forth in Section 3(a) hereof, that, immediately prior to the Investment Closing, each shall agree to fund the amounts set forth opposite their names on Schedule 1 (each, the applicable “Closing Commitment”) to Investor solely to allow Investor to pay a portion of the aggregate consideration in respect of the LP Interests required to be paid by Investor at the Investment Closing in connection with the transactions contemplated by the Subscription Agreement. The amount of the Closing Commitments to be funded under this commitment letter immediately prior to the Closing may, upon the prior written consent of Parent, be reduced dollar for dollar on a pro rata basis along with any reduction to the aggregate consideration in respect of the LP Interests required to be paid by Investor under the Subscription Agreement pursuant to the terms thereof.
