Binding Term Sheet definition

Binding Term Sheet has the meaning set forth in the recitals above.

Binding Term Sheet means the binding term sheet entered into by and between the Parties on December 17, 2020. 1.

Binding Term Sheet means the term sheet that is attached as Exhibit 1 to the

Examples of Binding Term Sheet in a sentence

• From and after the date hereof and subject to the terms and conditions of this Order, the Trustee, on behalf of the Debtor, is hereby authorized to borrow and to use the Post-Petition Financing pursuant to the terms and provisions of the Binding Term Sheet.

• Upon execution and delivery of the Binding Term Sheet, the Binding Term Sheet shall constitute valid and binding obligations of the Debtor and Lender, enforceable against the Debtor and Lender, the Debtor’s property and the estate in accordance with its terms.

• Notwithstanding anything set forth in the Motion, the Post-Petition Credit Agreement, the Binding Term Sheet, the Post-Petition Credit Documents or herein to the contrary, the Post-Petition Lien is subject to, and subordinate to any valid, properly perfected liens held by TIAA with regard to the TIAA Equipment that existed as of the Petition Date.

• The terms and conditions of the Post-Petition Credit Agreement and the Binding Term Sheet, and the fees to be paid thereunder are fair, reasonable, and the best available under the circumstances, reflect the Trustee’s exercise of prudent business judgment consistent with his fiduciary duties, and are supported by reasonably equivalent value and consideration.

• Notwithstanding anything set forth in the Motion, the Post-PetitionCredit Agreement, the Binding Term Sheet, the Post-Petition Credit Documents or herein to the contrary, the Post-Petition Lien is subject to, and subordinate to any valid, properly perfected liens held by Philips that existed as of the Petition Date.

More Definitions of Binding Term Sheet

Binding Term Sheet means the term sheet that is attached as Exhibit 1 to theBreakup Fee Order.

Binding Term Sheet means the term sheet that is attached as Exhibit 1 to the Order Approving Expense Reimbursement and Breakup Fee for Term-Sheet Plan Sponsor/Purchaser [Docket No. 289].

Binding Term Sheet means that certain document titled Binding Term Sheet entered into, through their respective counsel, on or about December 30, 2014 by the Plaintiffs, on the one hand, and Defendants, on the other hand.

Binding Term Sheet means the Binding Term Sheet by and between the Parties executed on October 2, 2019.

Binding Term Sheet means that certain Binding Term Sheet, by and among the applicable Seller, XXX Xxxxxxxxx, and certain other parties entered into in connection with the sale and purchase of the applicable Underlying Investment Fund.

Binding Term Sheet means the binding term sheet entered into by and between the Parties on 26 October 2020.

Binding Term Sheet shall include provisions that, among other things, condition Merial’s and the Company’s obligation to close the acquisition upon the following: • receipt of any governmental approvals and third parties (including Bayer CropScience AG) from whom consent is required; • no material adverse change in the Company’s Animal Health Business; • execution of mutually agreeable definitive documents (which shall contain, among others, customary reps and warranties for transactions of this nature, indemnification for breaches of representations and warranties, customary covenants including noncompetition and nonsolicitation); • Merial’s completion and satisfaction with its due diligence investigation; • no litigation being filed that challenges the transaction or, if determined adversely to the Company, would constitute a material adverse change with respect to the Company’s Animal Health Business; • receipt of necessary stockholder approval; and • receipt of opinion of the Company’s counsel (with respect to, among other things, valid existence, authority and enforceability).