THE COMMITMENT LETTER Sample Clauses

THE COMMITMENT LETTER. BDC has extended the Offer Letter. The Debtor acknowledges and agrees that in the event of any discrepancy between any term of this Security Agreement and any term of the Offer Letter, the terms of the Offer Letter shall apply and take precedence over the terms of this Security Agreement.
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THE COMMITMENT LETTER. The Bank has extended an offer of financing or a commitment letter to the Borrower and Apex Systems Integrators Inc. and has subsequently entered into the Loan Agreement relating to certain loan facilities including those secured by, among other things, this Security Agreement. The Borrower acknowledges and agrees that in the event of any discrepancy, conflict or inconsistency between any term of this Security Agreement and any term of the Loan Agreement, the terms of the Loan Agreement shall apply and take precedence over the terms of this Security Agreement to the extent of such discrepancy, conflict or inconsistency. Provided, however, that the existence of a particular representation, warranty, covenant or other provision in this Security Agreement which is not contained in the Loan Agreement shall not constitute or be deemed to constitute a discrepancy, conflict or inconsistency and that particular representation, warranty, covenant or other provision in this Security Agreement shall continue to apply.
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THE COMMITMENT LETTER. The commitment letter is the main document, and sets out: (i) the promise to lend to the borrower exclusively to use the funds in connection with a particular transaction or project; and, (ii) the conditions under which the lender can terminate the promise to lend, which may include, a deadline for closing of full form documents, a termination for breach of the commitment document, the date on which full form documents have to be signed up and the conditions precedent to utilization that have to be satisfied in full. The commitment letter will also include certain boilerplate provisions on the distribution of costs and expenses incurred in the lending, the execution of the lending documents and assignment conditions among the lenders. The assigning arranger will remain liable if the transferee lender fails to perform its obligations. Finally, the commitment letter will also include a representation on the accuracy of material and written information provided to the lender by the borrower. In certain cases, this will include financing projections. In summary, borrowers want to make sure the money will be available by the time the main project will be executed or the transaction closes. Xxxxxxx, on the other hand, want to make sure that the borrower will reimburse the money if the deal does not close and to be sure they get indemnity from third parties claims under certain circumstances. Arrangers, in case of syndicate lending, will be the lead financial institution in charge of “selling” the loan to other lenders. Underwriters, the financial institutions that will provide the funding within the credit agreement, will want to ensure their appointment is exclusive. The exclusivity provision typically restricts the borrower from entering into discussion with any party in relation to structuring, arranging, or funding the intended loan. The commitment letter will also include a deal away provision that sets forth that if the borrower walks away early from the financing and obtains better conditions with other lenders, the borrower will have to pay some compensation fees to the lenders. A strong borrower will seek to resist granting exclusivity, or at least to include carve outs to the exclusivity for additional classes of debt. A facility may be divided in different tranches with different interest rates and ranking priorities, or agree a long period for acceptance of the lender’s offer to delay the application of exclusivity. The commitment letter will detail ...
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THE COMMITMENT LETTER. The Bank has extended an offer of financing or a commitment letter to the Borrower relating to the loan facilities secured by this Security Agreement. The Borrower acknowledges and agrees that in the event of any discrepancy between any term of this Security Agreement and any term of the commitment letter, the terms of the commitment letter shall apply and take precedence over the terms of this Security Agreement.
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THE COMMITMENT LETTER. The First Lien Administrative Agent will file an “all assets” UCC financing statement (the “First Lien Financing Statement”) with respect to the collateral (including the assets acquired in connection with the Trican asset acquisition (the “Trican Assets”)) as promptly as practicable following execution of the commitment letter, but prior to the Closing Date.
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THE COMMITMENT LETTER. The Borrower acknowledges and agrees that in the event of any discrepancy between any term of this Security Agreement and any term of the commitment letter between the parties, the terms of the commitment letter shall apply and take precedence over the terms of this Security Agreement.
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THE COMMITMENT LETTER. BDC has extended an offer of financing or a commitment letter to the Debtor relating to the loan facilities secured by this Security Agreement. The Debtor acknowledges and agrees that in the event of any discrepancy between any term of this Security Agreement and any term of the commitment letter, the terms of the commitment letter shall apply and take precedence over the terms of this Security Agreement.
Sample 1
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Related to THE COMMITMENT LETTER

  • Commitment Letter Provide all items and pay all amounts required by the Commitment Letter. If any term of the Commitment Letter shall conflict with the terms of this Agreement, this Agreement shall govern and control. As to any matter contained in the Commitment Letter, and as to which no mention is made in this Agreement or the other Loan Documents, the Commitment Letter shall continue to be in effect and shall survive the execution of this Agreement and all other Loan Documents.

  • 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.

  • Financing Commitment For the period commencing on the date hereof and ending on the fifth anniversary hereof, Atlas America and Resource Energy agree to provide to the MLP funding of up to an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) per annum to finance the cost of expanding the Gathering System or constructing new additions to the Gathering System. Atlas America and Resource Energy, jointly and severally, commit to provide such funding, upon the MLP's written request therefor, by purchasing Common Units at a price equal to the arithmetic average of the closing prices of the Common Units on the American Stock Exchange, or, if the American Stock Exchange is not the principal trading market for such security, on the principal trading market for such security, for the twenty consecutive trading days ending on the trading day prior to the purchase, or, if the fair market value of the Common Units cannot be calculated for such period on any of the foregoing bases, the average fair market value during such period as reasonably determined in good faith by the members of the managing board of the General Partner.

  • Financing Commitments (a) Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and shall use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter, (ii) satisfy (or obtain the waiver of) on a timely basis all conditions applicable to Buyer to obtain the Debt Financing, including, as promptly as practicable following the Agreement Date and receipt from Parent or its Affiliates, as applicable, delivering to the Lead Arranger (as defined in the Debt Commitment Letter), the documents and information required under the Debt Commitment Letter to commence the marketing period under the Debt Commitment Letter, (iii) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including any “flex” provisions) or on other terms that, in the Buyer’s sole discretion, (A) would otherwise be permitted by Section 5.11(b) and (B) would not reasonably be expected to materially delay or adversely affect, in any material respect, the ability of Buyer to consummate the transactions contemplated hereby, (iv) consummate the Debt Financing at or prior to the Closing and (v) enforce its rights under the Debt Commitment Letter. Buyer shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter or any ancillary letters referred to therein without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned) if such amendment, modification or waiver (A) adds any new conditions to the consummation of all or any portion of the Debt Financing or amends, replaces, supplements or modifies any existing conditions to the consummation of all or any portion of the Debt Financing in a manner that would reasonably be expected to prevent, or impede or materially delay the Debt Financing, (B) reduces (or has the effect of reducing) the amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount in respect of the Debt Financing (except as set forth in any flex provisions existing on the date hereof)) to an amount that, together with other available cash or other funds of Buyer and its Subsidiaries, would on the Closing Date be less than the amount required to consummate the transactions contemplated by this Agreement, (C) could otherwise reasonably be expected to prevent, impede or materially delay availability of the Debt Financing or (D) materially adversely affects the ability of Buyer to enforce its rights under the Debt Commitment Letter or any Alternative Financing. In the event that the Debt Commitment Letter is amended, replaced, supplemented or Alternative Financing is obtained, Buyer shall comply with its covenants in this Section 5.11(a) and Section 5.11(b) with respect to the Debt Commitment Letter as so amended, replaced, supplemented or with respect to the Alternative Financing, if applicable, to the same extent that Buyer would have been obligated to comply with respect to the Debt Financing. Notwithstanding the foregoing, Buyer shall be permitted to amend, modify or supplement the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, agents or similar entities who have not executed the Debt Commitment Letter as of the date hereof on terms substantially similar to those contained in the Debt Commitment Letter.

  • Credit Agreement Amendment The Credit Agreement is hereby amended as follows:

  • Issuance, Amendment and Renewal of Letters of Credit (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) such other matters as the Issuing Bank may require.

  • Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

  • Credit Agreement Amendments The Credit Agreement is hereby amended as follows:

  • Investment Letter Without limiting the generality of Section 4.1, unless the offer and sale of any shares of Warrant Stock shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue the Warrant Stock unless and until the Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that the Holder is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares.

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