Parent Commitment Letter definition

Parent Commitment Letter shall have the meaning set forth in Section 5.7.
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Parent Commitment Letter has the meaning set forth in the Merger Agreement.
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Parent Commitment Letter means the CVS Health Corporation Commitment Letter, dated October 3, 2018, between CVS and the Connecticut Department of Insurance.
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Examples of Parent Commitment Letter in a sentence

  • Parent and Acquisition Sub shall use their commercially reasonable efforts to comply with their respective obligations, and enforce their respective rights, under the Commitment Letter, the Parent Consent Letter and Parent Commitment Letter and shall cause RHJI to comply with its obligations under the Equity Commitment.

  • As of the date of this Agreement, except for the Parent Commitment Letter and, so long the provisions of the Fee Letters would not adversely affect the amount or availability of the Financing on the Closing Date, the Fee Letters, there are no side letters or other contracts, instruments or other commitments, obligations or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party containing conditions precedent to the funding of the full amount of the Financing.

  • Parent has fully paid any and all commitment fees or other fees in connection with the Parent Preferred Equity Funding Letter and the Parent Commitment Letter that are payable on or prior to the date hereof, and the Parent Preferred Equity Funding Letter and the Parent Commitment Letter are in full force and effect and are the valid, binding and enforceable obligations of Parent and, to the Knowledge of Parent, the other parties thereto.

  • The aggregate proceeds contemplated by the Parent Preferred Equity Funding Letter and the Parent Commitment Letter, together with the amounts funded by the other equity owners of Parent, will be sufficient for Sub to pay the aggregate Per Share Merger Consideration and for Missouri to pay the purchase price for the Parent Asset Sale and for each of them to pay all related fees and expenses.

  • The storage requirements for 2D finite4445 difference TD-PSD are lower than FD-ND.

  • None of the Parent Preferred Equity Funding Letter or the Parent Commitment Letter has been amended or modified prior to the date of this Agreement and the respective commitments contained in such letters have not been withdrawn or rescinded in any respect.

  • As of the date of this Agreement, (x) the Parent Commitment Letter and the Fee Letters have not been amended, waived or modified, and (y) the commitments contained in the Parent Commitment Letter have not been withdrawn, modified or rescinded in any respect.

  • As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent, Sub or Missouri under the Parent Preferred Equity Funding Letter and the Parent Commitment Letter and, as of the date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Parent Financing will not be satisfied or that the Parent Financing will not be available to Sub at the Closing.

  • In the event that the Closing shall occur simultaneously with or immediately after the Telesat Closing, at the Closing, Holdco shall irrevocably and unconditionally waive and discharge any and all obligations of Parent under, and shall agree to terminate and be of no further force or effect, the Parent Commitment Letter and the related provisions of the Parent Subscription Agreement, which waiver, discharge and termination shall be effective as of the Telesat Closing.

  • There are no conditions precedent related to the funding of the full amount of the Parent Financing, other than as set forth in or expressly contemplated by the Parent Preferred Equity Funding Letter or the Parent Commitment Letter.


More Definitions of Parent Commitment Letter

Parent Commitment Letter is defined in the recitals; “Parent Subscription Agreement” means that certain Alternative Subscription Agreement, dated of even date herewith, among Parent, Skynet and Holdco; “Pension Adjustment Amount” means $8,240,000; “Pension Plan” means the Retirement Plan of Space Systems/Loral, Inc., a tax qualified defined benefit plan adopted by Skynet as a participating employer; “Permits” is defined in Section 3.1(f); “Permitted Liens” means (a) Liens for Taxes not yet due or payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained by Skynet or any of its Subsidiaries, (b) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workers, materialmen and construction or other Liens arising by operation of Law or in the Ordinary Course of Business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained by Skynet or any of its Subsidiaries, (c) easements, servitudes, reservations, rights of way, restrictions, covenants, conditions, imperfections of title and other similar encumbrances whether of record or apparent on the Real Property, including road, highway, pipeline, railroad and utility easements and servitudes, and municipal, zoning and building by-laws which do not, individually or in the aggregate, materially interfere with the use, occupancy or operation of the Real Property as currently used, occupied and operated or as intended to be used, occupied and operated in the Ordinary Course of Business, (d) statutory Liens incurred or deposits made in the Ordinary Course of Business in connection with workers’ compensation, employment insurance and other social security legislation, (e) any Liens (i) granted or permitted to be granted under the terms of the indebtedness set forth on Section 3.1(w) of Skynet Disclosure Letter or (ii) granted pursuant to the Redemption Facility, (f) Liens securing obligations (other than indebtedness) not exceeding $1,500,000 in the aggregate, and (g) Liens granted pursuant to that certain Security Agreement dated October 8, 2004 among Skynet, APT Satellite Company Limited and Bank of China (Hong Kong) Limited; “Permitted Payments” is defined in Section 4.13(a); “Person” means an individual, legal person, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or corporation with or ...
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Parent Commitment Letter is defined in the recitals;
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Related to Parent Commitment Letter

  • Equity Commitment Letter has the meaning set forth in Section 5.5(a).

  • Debt Commitment Letter has the meaning set forth in Section 6.6.

  • Equity Commitment Letters has the meaning set forth in Section 6.6(a).

  • Debt Commitment Letters shall have the meaning set forth in Section 5.7(a), as supplemented by Section 6.11, as applicable.

  • Commitment Letters has the meaning set forth in Section 4.5.

  • Commitment Letter has the meaning set forth in Section 5.7.

  • Financing Commitment shall have the meaning set forth in Section 6.4.

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

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in the form of Exhibit R (appropriately completed) executed and delivered in accordance with Section 2.14.

  • Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;

  • Existing Commitment shall have the meaning provided in Section 2.17.

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Refinancing Commitments shall have the meaning provided in Section 2.15(b)(i).

  • Equity Commitment means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights, or other Contracts that could require a Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person; (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of a Person or owned by a Person; (c) statutory pre-emptive rights or pre-emptive rights granted under a Person's Organizational Documents; and (d) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person.

  • Credit Facility Agreement means any agreement pursuant to which a Credit Facility Issuer issues a Credit Facility.

  • Additional Commitment Lender shall have the meaning provided in Section 2.15(c).

  • Incremental Facility Agreement means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Lenders, establishing Incremental Term Loan Commitments of any Series or Incremental Revolving Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.20.

  • Financial Commitment means the legally binding undertaking of the Operator to mobilize the financial requirements of the project, for ensuring the completion of the project;

  • SBIC Equity Commitment means a commitment by the Borrower to make one or more capital contributions to an SBIC Subsidiary.

  • Initial Commitment means, as to the Lender, its obligation to make an Initial Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite the Lender’s name in Schedule 1.01A under the caption “Initial Commitment”, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The initial aggregate amount of the Initial Commitments is $75,000,000.

  • Additional Commitments means any commitments hereunder added pursuant to Section 2.22, 2.23 or 9.02(c).

  • Additional Commitment means any commitment hereunder added pursuant to Sections 2.22, 2.23 or 9.02(c).

  • Replacement Revolving Commitments shall have the meaning assigned to such term in Section 2.22.

  • New Commitments has the meaning set forth in Section 2.18(a).

  • Incremental Revolving Commitment has the meaning assigned to such term in Section 2.14(a).

  • Replacement Letter of Credit means any letter of credit issued pursuant to a Replacement Revolving Facility.