Commitment Letters. Consultant shall also submit Subcontractor Commitment Letters on Subcontractor’s letterhead, no more than one page each, from all proposed Subcontractors to acknowledge their commitment to the team, scope of services, and percent of participation in the project.
Commitment Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) duly executed equity commitment letters dated as of the date of this Agreement, between Parent and the Guarantors (the “Equity Commitment Letters”) relating to the commitment of the Guarantors to provide, or cause to be provided, and subject to the terms and conditions thereof, the respective amounts of the cash equity financing stated therein (the “Equity Financing”), (ii) a duly executed preferred equity commitment letter dated as of the date hereof (which may be redacted to exclude any fee or discount amounts) (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources, relating to the commitment of the Debt Financing Sources to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the debt financing stated therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms). Each of the Equity Commitment Letters provide that the Company is an express third-party beneficiary thereof in order to cause the Guarantors to fund the Equity Financing in accordance with Section 9.8.
Commitment Letters. 24 Company...........................................................................................................1
Commitment Letters. Buyer has delivered to Sellers true and complete, fully-executed copies of commitment letters including all exhibits, schedules, annexes and amendments to such letters in effect as of such date of delivery or other evidence of funding (the “Commitment Letters”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Buyer), has severally agreed and committed to provide to Buyer the funds and/or financing set forth therein (“Financing”). As of the Closing Date, the Commitment Letters shall have not been amended, restated or otherwise modified or waived subsequent to the date of delivery to Sellers and the respective commitments contained in the Commitment Letters shall have not been withdrawn, modified or rescinded in any respect. There shall be no conditions precedent to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letters. There shall be no other agreements, side letters or arrangements that would permit the parties to the Commitment Letters to reduce the amount of the Financing or that would otherwise affect the availability of the Financing. The Commitment Letters provide Buyer with binding financial commitments that, when funded at Closing, will provide it with sufficient funds to pay the Purchase Price and to pay any other amounts required to be paid by it in connection with the consummation of the transactions contemplated by this Agreement. On or before the Closing Date, Buyer shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter. Buyer acknowledges and agrees that the consummation of, and receipt of proceeds from, any Financing is not a condition to Buyer’s obligations hereunder, including Buyer’s obligation to consummate the Closing.
Commitment Letters. No cancellation or suspension shall apply to amounts subject to any commitment letter issued by the Bank pursuant to Section 5.02 except as expressly provided in such commitment letter.
Commitment Letters. As of the Agreement Date, Buyer has received binding commitments (the “Commitment Letters”) from certain third parties (such Persons and Persons who become similarly situated after the date hereof, “Buyer Subscriber Parties”) obligating them to Buyer on an unconditional basis (or to the extent conditional, all conditions of which have been fulfilled or waived at the Agreement Date) to deliver in the aggregate to the Escrow Agent an amount equal to Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000) for payment against the Purchase Price or as otherwise contemplated by this Agreement and the Escrow Agreement, and assuming the accuracy of the representations and warranties provided by the Buyer Subscriber Parties set forth in such Commitment Letters, all such Commitment Letters are enforceable in accordance with their terms, including, if applicable, in any specific enforcement proceedings which may be brought by Buyer against any such Buyer Subscriber Party terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at Law).
Commitment Letters. Buyer shall use its Commercial Efforts to obtain the financing contemplated by the Commitment Letters and shall use Commercial Efforts to notify Seller Parent in writing within one (1) Business Day if any of the Commitment Letters are terminated or within five (5) Business Days of any of the terms or conditions of the Commitment Letters are amended or modified in any material respect.
Commitment Letters. Buyer shall use reasonable best efforts to cause the Buyer Subscriber Parties to deposit at least Eight Hundred and Seventy-Five Million U.S. Dollars ($875,000,000) into the Escrow Account on or before the Escrow Deadline, including by seeking to enforce rights available to Buyer or Buyer Parent pursuant to the Commitment Letters or the Escrow Agreement, including without limitation seeking specific performance of payment obligations against Buyer Subscriber Parties under the Commitment Letters and/or Escrow Agreement. In the event that one or more Buyer Subscriber Parties are in default of their obligations to deposit their respective funds in the Escrow Account by the Escrow Deadline, Buyer shall have thirty (30) days to use its reasonable best efforts to cause such Buyer Subscriber Parties to honor their commitments or, in the alternative, to find alternative Buyer Subscriber Parties to deposit such amounts in the Escrow Account. If, after the date that is thirty (30) days after the Escrow Deadline, there remains a shortfall in the Escrow Account, then until the earlier of June 30, 2015 or such time as no such shortfall remains Sellers shall be entitled, upon the provision of five (5) Business Days’ written notice, to seek equitable remedies in the form of specific performance required to compel Buyer to commence legal proceedings against the defaulting Buyer Subscriber Parties for specific performance of their obligations to deposit their respective funds in the Escrow Account. Notwithstanding any other provision of this Agreement, nothing in this Section 5.6 shall give Sellers any basis for any claim of monetary damages.
Commitment Letters. If either (i) the condition set forth in Section 1(c)(i) of this Waiver and Amendment is not met or (ii) the event set forth in clause (x) of the first proviso to Section 1(c)(i) of this Waiver and Amendment occurs, the Company shall pay, and there shall become due and payable, on the next Business Day following the first to occur of the events set forth in the foregoing clause (i) or clause (ii), a fee to each Noteholder in an amount equal to 0.15% of the aggregate outstanding principal amount of the Notes then held by such Noteholder (which fee shall be paid by wire transfer of immediately available funds); such fee shall be deemed earned when paid and shall not be subject to recovery or repayment in the event this Waiver and Amendment is thereafter terminated or rescinded for any reason.
Commitment Letters. The Commitment Letters shall be in full force and effect.
