Examples of Equity Funding Letters in a sentence
This Limited Guarantee, together with the Merger Agreement and the exhibits to the Merger Agreement, the Company Disclosure Letter, the Parent Disclosure Letter, the Other Limited Guarantee, the Equity Funding Letters and the Confidentiality Agreement, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter of this Limited Guarantee.
Under no circumstances shall Seller, the Company or any other Person (individually or collectively) be permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs.
The Equity Funding Letters shall be used as supporting evidence of the Equity Member’s capacity to fund its portion of the equity capital that may be required for the Project.
Solely for the purposes of preparation of the Equity Funding Letters, Respondents should assume the minimum equity contribution required for the Project’s financial plan by lenders, rating agencies or the City is $250 million.
Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the Guarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates.
There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Equity Funding Letters.
The aggregate proceeds contemplated by the Equity Funding Letters will be sufficient for Parent and Merger Sub to pay the aggregate consideration contemplated by the Offer and, if applicable, the Merger and to pay all related transaction fees and expenses upon the terms contemplated by this Agreement.
No Equity Funding Letter has been amended, supplemented or modified except as permitted in accordance with their respective terms, and the respective commitments contained in the Equity Funding Letters have not been withdrawn or rescinded in any respect.
Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the GuaranteedGuarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates.
As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under the Equity Funding Letters or the Debt Commitment Letters; provided that Parent is not making any representation regarding the effect of the inaccuracy of the representations and warranties in Article 3.