Backstop Commitment Agreement Order definition

Backstop Commitment Agreement Order means an order of the Bankruptcy Court authorizing, approving and directing, without limitation, the Debtors’ (a) entry into the Backstop Commitment Agreement and performance of their obligations thereunder, (b) payment of the Commitment Premium (as defined in the Backstop Commitment Agreement) and the expense reimbursement obligations provided for in the Backstop Commitment Agreement, and (c) incurrence of the indemnification obligations provided for in the Backstop Commitment Agreement.
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Backstop Commitment Agreement Order means an order of the Bankruptcy Court that (a) authorizes the Debtors to enter into and perform under this Agreement, including all exhibits and other attachments hereto, pursuant to Section 363 of the Bankruptcy Code, (b) authorizes the Backstop Commitment Premium, the Transaction Expenses (as defined below), the Termination Payment Amount and the indemnification provisions contained in this Agreement and (c) provides that the Backstop Commitment Premium, the Transaction Expenses, the Termination Payment Amount and the indemnification provisions contained herein shall constitute allowed administrative expenses of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code and shall be payable by the Debtors as provided in this Agreement without further order of the Bankruptcy Cou rt. The Backstop Commitment Premium, the Transaction Expenses, the Termination Payment Amount and the indemnification provided herein are integral parts of the transactions contemplated by this Agreement and, without these provisions, the Commitment Parties would not have entered into this Agreement. For purposes of this Agreement, “ Qualified Affiliate” means, with respect to any Backstop Party or Commitment Party, as applicable, any investment fund, account or other investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party or Commitment Party, as applicable, or if such Backstop Party or Commitment Party is an investment fund, account or other investment vehicle, the Person that controls, manages, advises or sub-advises such Backstop Party or Commitment Party, as applicable.
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Examples of Backstop Commitment Agreement Order in a sentence

  • The Debtors shall (i) as soon as reasonably practicable (but in no event more than seven (7) Business Days after the date hereof) file a motion to approve this Agreement with the Bankruptcy Court, in form and substance reasonably acceptable to the Required Commitment Parties; and (ii) use commercially reasonable efforts to expeditiously obtain the entry by the Bankruptcy Court of the Backstop Commitment Agreement Order as soon as practicable thereafter.

  • The Commitment Parties shall use commercially reasonable efforts to assist the Debtors in expeditiously seeking entry of the Backstop Commitment Agreement Order and defend against any objections thereto.

  • The Backstop Commitment Premium shall, subject to entry of the Backstop Commitment Agreement Order (as defined below), constitute an allowed administrative expense of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code, with the priority provided by Section 503(b)(1) of the Bankruptcy Code.

  • The reimbursement of such Transaction Expenses shall, pursuant to the Backstop Commitment Agreement Order, constitute allowed administrative expenses against each of the Debtors’ estates under sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be pari passu with all other administrative expenses of the Debtors’ estate.

  • The Bankruptcy Court denies entry of the Backstop Commitment Agreement Order or approves the Final DIP Order or Final 9019 Order prior to approval of the Backstop Commitment Agreement Order (unless otherwise agreed or waived by the Required Backstop Parties); 6.

  • The Bankruptcy Court denies entry of the Backstop Commitment Agreement Order (as defined in the BCA) or an order to assume the Restructuring Support Agreement, or the Backstop Commitment Agreement Order or any order approving the Restructuring Support Agreement is reversed, stayed, dismissed or vacated (unless otherwise agreed or waived by the Required Backstop Parties); 5.

  • Pursuant to the Backstop Commitment Agreement Order, the Backstop Commitment Premium shall constitute an allowed administrative expense of the Debtors’ estate under Sections 503(b) and 507 of the Bankruptcy Code.

  • The Bankruptcy Court denies entry of the Backstop Commitment Agreement Order or an order to assume the Restructuring Support Agreement, or the Backstop Commitment Agreement Order or any order approving the Restructuring Support Agreement is reversed, stayed, dismissed or vacated (unless otherwise agreed or waived by the Required Backstop Parties); 7.

Related to Backstop Commitment Agreement Order

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Backstop Commitment has the meaning set forth in Section 2.2(b).

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;

  • Equity Commitment Letter has the meaning set forth in Section 5.5(a).

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in the form of Exhibit R (appropriately completed) executed and delivered in accordance with Section 2.14.

  • Debt Commitment Letter has the meaning set forth in Section 6.6.

  • Equity Commitment Letters has the meaning set forth in Section 6.6(a).

  • Commitment Letters has the meaning set forth in Section 4.5.

  • Commitment Letter has the meaning set forth in Section 5.7.

  • Financing Commitment shall have the meaning set forth in Section 6.4.

  • Debt Commitment Letters shall have the meaning set forth in Section 5.7(a), as supplemented by Section 6.11, as applicable.

  • Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.

  • Financing Commitments has the meaning set forth in Section 5.7.

  • Credit Facility Agreement means any agreement pursuant to which a Credit Facility Issuer issues a Credit Facility.

  • Co-Lender Agreement With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Loan Combination as of the Closing Date.

  • Exit Facility Credit Agreement means the credit agreement, in substantially the form attached to this Plan as Exhibit B or Filed with the Plan Supplement, which credit agreement shall contain terms and conditions consistent in all respects with those set forth on the Exit Facility Term Sheet and, to the extent any terms and conditions are not set forth on or contemplated therein, such other terms and conditions as are acceptable to the Debtors and the Required Consenting Creditors in the manner set forth in the Plan Support Agreement.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Support Agreement has the meaning set forth in the Recitals.

  • Repayment Agreement means an agreement

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Exit Facility Documents means, collectively, the Exit Credit Agreement, and all other agreements, documents, and instruments delivered or entered into in connection with the Exit Facility, including any guarantee agreements, pledge and collateral agreements, UCC financing statements or other perfection documents, intercreditor agreements, subordination agreements, fee letters, and other security documents.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Initial Commitment means, as to the Lender, its obligation to make an Initial Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite the Lender’s name in Schedule 1.01A under the caption “Initial Commitment”, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The initial aggregate amount of the Initial Commitments is $75,000,000.

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.