Financing Matters definition

Financing Matters. Rainbow Entities (as defined in the nonbinding letter of intent) will deliver to ITT MSG Inc. and ITT Eden Corp. (collectively, "ITT") within ten days after the date hereof a letter from one or more financial institutions, reasonably acceptable to ITT, committing on a firm basis to provide funds to the Rainbow Entities and/or MSG in an amount sufficient to purchase or redeem, as applicable, ITT's interest in MSG, as provided for below, on the first closing. The terms of such commitment letter, which shall be structured as a long form letter, shall be reasonably acceptable to ITT. First Closing; $500 million, payable in cash, for 77% of ITT's Tag-Along: interest in MSG (i.e., 38.5% of MSG in the aggregate), including all of ITT's interest in the stock of MSG Eden Corporation. The parties will use all reasonable efforts to cause the first closing to occur on or before June 1, 1997. If the transaction does not close by August 1, 1997, because of a failure to obtain NHL approvals, NBA approvals or HSR clearance either ITT or the Rainbow Entities will have the right to terminate the agreement (unless the relevant failure results from a breach by such party). If any of the closings are structured as a redemption, the percentages, but not the amounts paid, shall be appropriately adjusted to give effect thereto to achieve the contemplated economics. ITT will have tag-along rights in respect of its remaining interest in MSG held at any time after the first closing in any private sale transaction of any "direct or indirect interest" in MSG. (The meaning of "direct or indirect interest" or similar terms as used
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Financing Matters in Schedule A hereto with the goal of obtaining such a letter within 10 days after the date hereof and the parties will seek to enter into a definitive agreement with the goal of entering into such definitive agreement within 30 days after the date hereof. This nonbinding letter of intent is not, and your acceptance hereunder does not constitute, an agreement to consummate the MSG Sale Transaction or any agreement to enter into a formal contract with respect to such transaction. It is understood that this letter is merely a nonbinding statement of intent with respect to the MSG Sale Transaction and, while the parties agree in principle to the contents hereof and in Schedule A hereto as they relate to the MSG Sale Transaction, this nonbinding letter of intent shall not create any legal obligations between the parties hereto or their affiliates with respect to the MSG Sale Transaction. Accordingly, this letter of intent does not constitute a binding agreement nor does it constitute an agreement to enter into an agreement and the terms hereof are subject to the execution and delivery of a formal definitive agreement and receipt of all corporate approvals. Such formal definitive agreement shall be in form and content satisfactory to all parties. Nothing in this nonbinding letter of intent shall have any effect whatsoever on the rights and obligations of the parties hereto or their affiliates under any agreement between them or any of their affiliates or be given any effect in the interpretation of any such agreement. This nonbinding letter of intent shall be governed in all respects by New York law (without regard to conflicts of laws principles). Very truly yours, ITT MSG INC. by /s/XXXXXX X. XXXXXX ------------------- Name: Xxxxxx X. Xxxxxx Title: President ITT EDEN CORP. by /s/ XXXXXX X. XXXXXX -------------------- Name: Xxxxxx X. Xxxxxx Title: President Accepted and agreed as of the date first written above: RAINBOW GARDEN CORP. by /s/ XXXX XXXXXXXXXX ------------------- Name: Xxxx Xxxxxxxxxx Title: Vice Chairman GARDEN L.P. HOLDING CORP. by /s/ XXXX XXXXXXXXXX ------------------- Name: Xxxx Xxxxxxxxxx Title: Vice Chairman SCHEDULE A TERM SHEET
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Financing Matters shall have the meaning set forth in Section 7.16 hereof;
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Examples of Financing Matters in a sentence

  • No Lender Party shall be liable to the Guarantor or any of its Affiliates for any action taken or not taken by such Lender Party in connection with any of the Financing Matters; provided, that, for the avoidance of doubt, the foregoing sentence shall not, in and of itself, operate as a waiver of defenses by the Guarantor to enforcement of this Agreement.

  • See "Certain Matters Regarding New NTL -- Certain Financing Matters -- The New NTL Exit Facility." The terms and conditions of the New NTL Exit Facility have not been finalized and remain subject to negotiation.

  • A non-sodic non-saline Black Vertosol was used in all pot experiments and water was managed using a flooded regime with 4 – 5 cm water layer at the top.

  • No Lender Party shall be liable to the Guarantor for any action taken or not taken by such Lender Party in connection with any of the Financing Matters; provided, that, for the avoidance of doubt, the foregoing sentence shall not, in and of itself, operate as a waiver of defenses by the Guarantor to enforcement of this Agreement.

  • Transactions & Financing Matters • Altria completed its investment of $1.8 billion (CAD $2.4 billion) in Cronos.

  • As described in "Certain Matters Regarding New NTL -- Certain Financing Matters -- Diamond Holdings Notes " the Diamond Holdings Notes will be reinstated on the Effective Date.

  • The Borrower hereby covenants and agrees that all the provisions, covenants, stipulations, conditions, undertakings and agreements contained in the Loan Agreement shall unless repugnant to any of the provisions contained herein, be read as forming part of this Debenture and shall be applicable with full force and effect as if the same were set out hereunder.

  • Financing Matters Agreement Pursuant to the Financing Matters Agreement, DT agreed, among other things, to consent to the incurrence by T-Mobile USA of secured debt in connection with and after the consummation of the Merger, and to provide a lock up on sales thereby as to certain senior notes of T-Mobile USA held thereby.

  • EIGHTH ORDER OF BUSINESS Consideration of Bond Financing Matters A.

  • Financing Matters For municipalities and counties subject to the appropriation and levy cap laws, expenditures resulting from a state of emergency are treated as a cap exception: N.J.S.A. 40A: 4-45.3bb; N.J.S.A. 40A: 4-45.4q; and N.J.S.A.40A:45-45(b).

Related to Financing Matters

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Debt Financing.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.

  • Refinancing Conditions the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Default or Event of Default exists.

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Financing Arrangements means the arrangements between the Borrower and the State as per current policy of the Borrower, and acceptable to ADB;

  • Refinancing Documents means each of the agreements, documents and instruments entered into in connection with the Refinancing.

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.

  • Refinancing Facility Agreement means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Agent, among Holdings, the Borrower, each Subsidiary of the Borrower party to this Agreement, the Agent and one or more Refinancing Lenders, establishing Refinancing Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.26.

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Refinancing Agreement as defined in Subsection 8.3(c).

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Financial Closure or Project Financing Arrangements means the agreements pursuant to which the SPG has sought financing for the Power Project including the loan agreements, security documents, notes, indentures, security agreements, letters of credit and other documents, as may be amended, modified, or replaced from time to time, but without in anyway increasing the liabilities of JDVVNL.

  • Financing Costs means for each calendar day the product of:

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity, including any secured or unsecured financing, any securitization transaction, or any securities offering which either is registered or exempt from registration under federal and state securities law.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Existing Credit Agreements means, collectively, that certain (a) Amended and Restated Revolving Credit Agreement dated as of September 25, 2015 among the Borrower, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto, and (b) Credit Agreement dated as of October 30, 2017 among the Target, Bank of America, N.A., as administrative agent, the guarantors party thereto and the lenders from time to time party thereto.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

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

  • Financing Agreements means, collectively, this Agreement and all notes, guarantees, security agreements and other agreements, documents and instruments now or at any time hereafter executed and/or delivered by Borrower or any Obligor in connection with this Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Additional First Lien Documents means, with respect to any Series of Additional First Lien Obligations, the notes, credit agreements, indentures, security documents and other operative agreements evidencing or governing such Indebtedness, and each other agreement entered into for the purpose of securing any Series of Additional First Lien Obligations.