Preferred Equity Commitment Letter definition
Examples of Preferred Equity Commitment Letter in a sentence
A true, correct and complete copy of (i) the Senior Debt Commitment Letter is attached hereto as Exhibit G-1, (ii) the Subordinated Debt Commitment Letter is attached hereto as Exhibit G-2, (iii) the Preferred Equity Commitment Letter is attached hereto as Exhibit G-3 and (iv) Saw Mill's agreement of limited partnership (the "Saw Mill Limited Partnership Agreement") has been provided to the Special Committee prior to date hereof.
Saw Mill, Parent and Merger Sub have also represented that they have delivered to the Company true, correct and complete copies of the Senior Debt Commitment Letter, the Subordinated Debt Commitment Letter, the Preferred Equity Commitment Letter (collectively, the "Commitment Letters") and Saw Mill's agreement of limited partnership.
All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement or pursuant to confidentiality undertakings customary for the type of Debt/Preferred Equity Financing contemplated under the Debt Commitment Letter or Preferred Equity Commitment Letter.
Upon any such amendment, replacement, supplement, modification or waiver, the terms “Debt Commitment Letter”, “Preferred Commitment Letter”, “Definitive Debt/Preferred Equity Financing Agreement”, as applicable, shall mean the Debt Commitment Letter, Preferred Equity Commitment Letter or Definitive Debt/Preferred Equity Financing Agreement, as applicable, as so amended, replaced, supplemented or modified.
The only conditions precedent related to the obligations of the Preferred Equity Investor to fund the full amount of the Preferred Equity Financing and the Lenders to fund the full amount of the Debt Financing are expressly set forth in the Preferred Equity Commitment Letter and the Debt Commitment Letter, respectively.
Parent shall promptly deliver to the Company copies of any such amendment, replacement, supplement or other modification of the Debt Commitment Letter or Preferred Equity Commitment Letter and/or any such waiver of a provision of the Debt Commitment Letter or Preferred Equity Commitment Letter.
Parent acknowledges and agrees that the certificate to be delivered by an authorized officer of the Company under paragraph 10 of Exhibit D of the Debt Commitment Letter or paragraph 9 of Exhibit D of the Preferred Equity Commitment Letter, in each case, with respect to the solvency of the Company may be delivered by an individual who is an authorized officer of the Company as of immediately prior to the Effective Time.
As of the date hereof, no party to the Preferred Equity Commitment Letter has notified Parent of its termination or repudiation (or intent to terminate or repudiate) any of the commitments under such Preferred Equity Commitment Letter or intent not to provide the Preferred Equity Financing.
Ltd., together with the executed counterparts of the commitment letter between us, of even date herewith, with respect to the First Lien USD Term Facility and the Second Lien Facility, on or before 11:59 p.m. (New York time) on May 5, 2017, whereupon this Preferred Equity Commitment Letter will become binding agreements between us.
This Preferred Equity Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law.