Debt Commitment Papers and “Debt Financing” shall refer to the Debt Commitment Papers as so amended, supplemented, modified, waived or replaced and the Debt Financing contemplated thereby. Acquirors shall keep Sellers informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange and obtain any Financing upon written request by Sellers therefor.
Debt Commitment Papers means that certain debt commitment letter, dated as of the date hereof, by and among Credit Suisse AG, Credit Suisse Loan Funding LLC, Citigroup Global Markets Inc., Jefferies Financing LLC and MUFG Bank, LTD. (the “Debt Commitment Letter”) and the related fee letter (the “Fee Letter”) (provided that the Fee Letter has been redacted in a customary manner with respect to fee amounts and other customary economic terms), as may be amended, modified, supplemented or replaced in compliance with Section 6.4(c) and Section 6.4(d) of this Agreement, pursuant to which the financial institutions party thereto (the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide the debt financing in an aggregate amount and on the terms and conditions set forth therein for the purposes of, among other things, financing the transactions contemplated thereby, including the payment of the Purchase Price.
Debt Commitment Papers means that certain debt commitment letter, dated as of the date hereof, by and among Canadian Imperial Bank of Commerce, Royal Bank of Canada, The Bank of Nova Scotia and Parent (the “Debt Commitment Letter”) and the related fee letter(s) (collectively, the “Fee Letter”) (provided that the Debt Commitment Letter and the Fee Letter have been redacted in a customary manner with respect to fees, economic terms, “market flex” provisions and other customary terms), as may be amended, modified, supplemented or replaced in compliance with Section 6.20(d) and Section 6.20(e) of this Agreement, pursuant to which the financial institutions party thereto (the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide the debt financing in an aggregate amount and on the terms and conditions set forth therein for the purposes of, among other things, financing the transactions contemplated thereby, including the payment of a portion of the Cash Consideration, the repayment of borrowings outstanding under the Company Credit Facility and the redemption of the Existing Company Notes. Annex A
Examples of Debt Commitment Papers in a sentence
None of the Commitment Letters has been modified or amended as of the date hereof (provided that the existence or exercise of “market flex” provisions contained in the Fee Letter shall not be deemed to constitute a modification or amendment of the Debt Commitment Papers) and, as of the date hereof, none of the commitments under any of the Commitment Letters has been withdrawn or rescinded in any respect.
As of the date hereof, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, could constitute or could reasonably be expected to constitute a breach or default on the part of Parent or, to Parent’s knowledge, any other party thereto under the Debt Commitment Papers.
As of the date hereof, the Debt Commitment Papers have been accepted by Parent, are in full force and effect and constitute the legal, valid and binding obligation of Parent and, to Parent’s knowledge, each other party thereto, enforceable against each party thereto in accordance with its terms, except insofar as such enforceability may be limited by the Creditors’ Rights.
As of the date hereof, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a failure to satisfy a condition precedent on the part of Parent under the terms and conditions of the Debt Commitment Papers.
Xxxxxxx Title: Vice President HM 4-SBS TELIGENT COINVESTORS, LLC, by /s/ Davix X.
More Definitions of Debt Commitment Papers
Debt Commitment Papers means the Debt Commitment Papers as permitted to be amended, modified or replaced pursuant to this Section 4.15, and (B) any reference in this Agreement to the “Financing Agreements” or the “Financing Commitments” shall be deemed to include the Financing Commitment(s) that are not superseded in accordance herewith by a new Financing Commitment at the time in question and the new Financing Commitment(s) to the extent then in effect. Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees that neither the obtaining of the Financing (or any alternative Financing), the performance by any party to any Financing Commitment of its obligations thereunder nor the completion of any issuance of securities contemplated by the Financing (or any alternative Financing) is a condition to Closing and reaffirms its obligation to consummate the Transactions irrespective and independently of the availability of the Financing or any alternative Financing, or the completion of any such issuance, subject to the applicable conditions set forth in Section 5.1 and Section 5.3.
Debt Commitment Papers means the commitment letter executed by the Debt Financing Sources on or prior to the date of this Agreement (including all related exhibits, schedules, annexes, supplements and term sheets thereto), as amended from time to time after the date hereof in compliance with Clause 11.7; Debt Fee Letters: has the meaning given to it in Clause 11.7. Debt Financing: has the meaning given to it in Clause 11.7. Debt Financing Agreements: has the meaning given to it in Clause 11.7. Debt Financing Sources: has the meaning given to it in Schedule 9. Debt Marketing Materials: has the meaning given to it in Schedule 9. Disclosure Letter: the letter dated on the same date as this Agreement from the Management Sellers to the Purchaser Fairly Disclosing information constituting exceptions (or otherwise relevant) to the Business Warranties. E Ordinary Shares: the E ordinary shares of £1.00 each in the capital of the Company having the rights set out in the articles of association of the Company from time to time. Employees: the employees of the Group Companies, including any persons engaged as directors, workers, consultants or secondees by any Group Company at the date of this Agreement, and Employee means any one of them. Encumbrance: any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing. Escrowed MA Costs Amount: £1,500,000 to be used by the Group to cover costs relating to the setting up of a managing agent or as otherwise set out herein. EV to Equity Bridge (Closing): an updated version of the EV to Equity Bridge (Signing) as finalised in accordance with clause 7.
Debt Commitment Papers means such Debt Commitment Papers as so amended, supplemented, modified or waived. 11.7.4 The Purchaser shall use all reasonable endeavours to: (a) maintain in effect the Debt Commitment Papers (subject to the right of Purchaser to replace, restate, supplement, modify, assign, substitute or amend the Debt Commitment Papers in accordance with Clause 11.7.3); (b) enter into definitive agreements with respect to the Debt Commitment Papers (such definitive agreements being referred to as the “Debt Financing Agreements”) on terms and conditions no less favorable to the Purchaser than those contained in the Debt Commitment Papers and the Debt Fee Letters (subject to any such “market flex” provisions contained in the Debt Fee Letters) and maintain in effect the Debt Financing Agreements if entered into prior to Closing; (c) satisfy, and use all reasonable endeavours to cause the Debt Financing Sources to confirm the satisfaction, on a timely basis, or obtain the waiver of, all conditions applicable to the Purchaser contained in the Debt Commitment Papers (or any definitive agreements related thereto);
Debt Commitment Papers means the debt commitment letter (the “ Debt Commitment Letter ”) and the related fee letter (the “ Fee Letter ”), each of which are attached hereto as Exhibit C ( provided that the Fee Letter has been redacted in a customary manner with respect to fee amounts), as may be amended, modified, supplemented or replaced in compliance with this Agreement, including Section 7.4 , following a Financing Failure Event, pursuant to which the financial institutions party thereto (the “ Lenders ”) have agreed, subject to the terms and conditions set forth therein, to provide the debt financing in an aggregate amount set forth therein for the purposes of financing the transactions contemplated hereby, including the payment of the Purchase Price.
Debt Commitment Papers means that certain commitment letter, dated as of the date hereof, by and among LM DV Infra and Truist Bank, Truist Securities, Inc., Citizens Banks, N.A., Royal Bank of Canada, RBC Capital Markets, The Toronto-Dominion Bank, New York Branch and TD Securities (USA) LLC (the “Debt Commitment Letter”) and the related fee letter (the “Fee Letter”) (provided that the Fee Letter has been redacted in a customary manner with respect to fee amounts and other customary economic terms) and any related exhibits, schedules, annexes, supplements, term sheets and other agreements, as may be amended, modified, supplemented or replaced in compliance with this Agreement and, pursuant to which the Debt Financing Sources have agreed, subject to the terms and conditions set forth therein, to commit to provide the Debt Financing in an aggregate amount and on the terms and conditions set forth therein for the purposes of, among other things, financing the transactions contemplated thereby, including the payment of a portion of the Transactions Consideration.
Debt Commitment Papers. 4.05(a) “Debt Financing” 4.05(a)
Debt Commitment Papers means the Debt Commitment Papers as so amended, supplemented, modified or replaced, the term “Equity Commitment Letter” shall mean the Equity Commitment Letter as so amended, supplemented, modified or replaced, and references to “Financings”, “Equity Financing”, “Debt Financing” and/or “Alternative Financing” shall including the financing contemplated by the Debt Commitment Papers and/or the Equity Commitment Letter, as applicable, as so amended, supplemented, modified or replaced.