Keepwell Agreement definition

Keepwell Agreement means that certain Keepwell Agreement, dated as of March 1, 2013, made by the Guarantors in favor of the Collateral Agent, as reaffirmed pursuant to the Amendment and Restatement Agreement, and as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, by any supplement thereto executed and delivered prior to or after the date of this Agreement pursuant to Section 6.12 in order to effect the joinder of any additional Subsidiary.

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Keepwell Agreement means the agreement entered into between CommScope and the Escrow Issuer, dated as of the Issue Date, pursuant to which CommScope has agreed, for the benefit of the Trustee, the Escrow Agent and the Holders, upon receipt of a Special Mandatory Redemption Notice, to transfer an amount of cash to the Escrow Issuer that will be sufficient, after taking into account the Escrowed Funds at such time, to fund the redemption of all of the Notes, including accrued and unpaid interest thereon, pursuant to such Special Mandatory Redemption, including the fees and expenses of the Trustee and the Escrow Agent.

Keepwell Agreement means an agreement evidencing an undertaking by a Collateral Support Provider to ensure that a Collateral Obligor has sufficient funds to meet its obligations under a Collateral Item.

Examples of Keepwell Agreement in a sentence

• The consideration for the reinsurance coverage is deemed paid as of the Closing Date and, with respect to the Reinsurer, includes, among other things, certain operational and other assistance (i) previously provided to the Reinsurer, which is deemed paid as of the Closing Date, and (ii) to be provided to the Reinsurer in connection with this Agreement, including pursuant to the Keepwell Agreement between Prudential and the Reinsurer of even date herewith.

• No provisions of the Escrow Agreement (including, without limitation, those relating to the release of the Escrowed Funds) or the Keepwell Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of the Holders of a majority in aggregate principal amount of the Notes outstanding.

• The Keepwell Agreement is in full force and effect ------------------ and is a valid and binding obligation of the Reinsurer and the Bank, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

• Notwithstanding section 3.01 of this Agreement, HCFI’s duties under this Agreement shall terminate when the Keepwell Agreement terminates and HCFI has paid HMC the amounts due under the Reports for all Coverage Periods through the one during which the Keepwell Agreement terminates.

• HCFI may offset against a Keepwell Fee the amount of any expenses that HCFI has incurred on behalf of HMC since the effective date of this Agreement (and not previously used as an offset under this section) in connection with any obligation subject to the Keepwell Agreement, provided that HCFI lists these expenses in the Report covering the Keepwell Fee against which the offset is claimed.

More Definitions of Keepwell Agreement

Keepwell Agreement shall have the meaning ascribed to such term in Section 6.3 of the Contribution Agreement.

Keepwell Agreement means the Keepwell Agreement, dated December 28, 1995, between the Borrower, WPSC, the Parent and the lenders party thereto.

Keepwell Agreement means the letter agreement dated November 23, 2015 between and among the Borrowers, Mediacom Broadband and MCC in respect of such parties’ mutual keepwell undertakings relating to Hedging Indebtedness (as defined in the applicable Security Documents).

Keepwell Agreement means a keepwell agreement between Parent and Borrower in form and substance reasonably satisfactory to the Administrative Agent relating to certain investment obligations of the Parent with respect to the Borrower.

Keepwell Agreement has the meaning set forth in the Preamble to this Agreement.

Keepwell Agreement means that certain operating keepwell agreement among the Borrower, AUSP, and Credit Lyonnais as administrative agent under the AUSP Credit Agreement, which such agreement is a Project Agreement and is substantially similar in all material respects in form and substance to the draft thereof dated November 4, 1997, as such agreement may be amended, restated, or otherwise modified from time to time.

Keepwell Agreement means the amended and restated agreement, executed by each of WHX, Holdings and the Borrower, substantially in the form of Exhibit M, as such agreement may be amended, supplemented or otherwise modified from time to time.