Prior Commitment Letter definition

Prior Commitment Letter means any equity backstop commitment letter executed by the Company on either November 16, 2019 or December 6, 2019.
Sample 1Sample 2Sample 3
Prior Commitment Letter means any equity backstop commitment letter executed by the Company on either November 16, 2019 or December 6, 2019. “Section 382” means Section 382 of the Code, or any successor provision or replacement provision.
Sample 1Sample 2Sample 3
Prior Commitment Letter means the executed commitment letter, including (a) all exhibits, schedules, annexes, joinders and amendments to such agreements; (b) any associated fee letters, (c) any associated engagement letters and (d) any associated side letters, in each case, by and among Merger Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) and the financing sources party thereto, pursuant to which, among other things, such financing sources had committed to provide Xxxxxx Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) with financing in the amount set forth therein (the “Prior Financing”) for purposes of financing the previously contemplated transactions among the Merger Partner Group, the Spinco Group and the Remainco Group which have been terminated concurrently with the execution and delivery of this Agreement. “Purchase Price” means the amount equal to the sum of (a) Four Billion Fifty Million Dollars ($4,050,000,000) and (b) the Spinco Adjustment Amount. “Pursue” means the discharge, prosecution, appeal, negotiation, resolution, settlement, compromise or other pursuit or defense of any claims with respect to the Remainco Retained Liabilities or the Spinco Liabilities, as applicable, in whole or in part, including by litigation, arbitration, alternative dispute resolution, negotiation, settlement or compromise. “R&W Insurance Policy” shall have the meaning set forth in the Merger Agreement. “Real Estate Matters Agreement” means the Real Estate Matters Agreement, dated as of the date hereof, by and among Remainco, Spinco, Merger Partner and Buyer, and attached hereto as Exhibit H. “Refund” shall have the meaning set forth in the Tax Matters Agreement. “Release” shall have the meaning set forth in the Merger Agreement. “Remainco” shall have the meaning set forth in the Preamble.
Sample 1

Examples of Prior Commitment Letter in a sentence

  • The Company acknowledges and agrees that the New Lenders have no further obligations under the Prior Commitment Letter, and that all amounts paid to or for the benefit of the New Lenders (including amounts paid to advisors or professionals representing any New Lender) by the Company under or in connection with the Prior Commitment Letter have been fully earned and are not recoverable or refundable under any circumstances.

  • GSCP and the Company agree by execution hereof that GSCP's commitment and GSCP's and the Company's obligations (other than the Company's obligations with respect to confidentiality, indemnification and reimbursement of fees, costs and expenses) under the commitment letter dated December 12, 1999 among GSCP and the Company (the "Prior Commitment Letter") terminated.

  • Notwithstanding anything herein or in any of the other Transaction Documents (including the Mutual Termination Agreement) to the contrary, each of Remainco and Mxxxxx Partner acknowledge and agree that, Remainco shall be responsible for 73% and Merger Partner shall be responsible for 27% of any Prior Commitment Letter Fees, if any, as and when they become due and payable.

  • This Commitment Letter supersedes and replaces in its entirety the Commitment Letter dated March 7, 2000 between GSCP and the Company (the "Prior Commitment Letter") and GSCP and the Company agree by execution hereof that the Prior Commitment Letter is null and void.

  • This letter supersedes all of our prior letters and communications to you, including, without limitation, the Prior Commitment Letter, and by your acceptance of this letter the Prior Commitment Letter shall be terminated.

  • The Buyer, NMS, and NationsBank hereby terminate the Prior Commitment Letter and agree that neither NMS, NationsBank nor Fremont Investors I, LLC shall have any liabilities or obligations thereunder, including those obligations that expressly survive any termination of the Prior Commitment Letter.

  • Further, in consideration of the commitment contained herein, you agree to pay the fees described in the fee letter dated November 3, 2000 (the "Fee Letter") which was delivered in connection with Fleet and FSI's Commitment Letter, dated as of November 3, 2000 (the "Prior Commitment Letter"), regarding the subject matter of this letter.


More Definitions of Prior Commitment Letter

Prior Commitment Letter means the executed commitment letter, including (a) all exhibits, schedules, annexes, joinders and amendments to such agreements; (b) any associated fee letters, (c) any associated engagement letters and (d) any associated side letters, in each case, by and among Merger Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) and the financing sources party thereto, pursuant to which, among other things, such financing sources had committed to provide Mxxxxx Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) with financing in the amount set forth therein (the “Prior Financing”) for purposes of financing the previously contemplated transactions among the Merger Partner Group, the Spinco Group and the Remainco Group which have been terminated concurrently with the execution and delivery of this Agreement.
Sample 1

Related to Prior Commitment Letter

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

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

  • 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 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;

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

  • 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.

  • 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.

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

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

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

  • 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.

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

  • 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.

  • Existing Letter of Credit means each letter of credit issued prior to the Effective Date by a Person that shall be an Issuing Bank and listed on Schedule 2.06.

  • Commitment Increase Agreement has the meaning assigned to such term in Section 2.20.

  • Repayment Agreement means an agreement

  • 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.

  • Existing Facility Agreement has the meaning specified therefor in the recitals hereto.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Lender Fee Letter means each fee letter agreement that shall be entered into by and among the Borrower, the Servicer, the applicable Lender and its related Lender Agent in connection with the transactions contemplated by this Agreement, as amended, modified, waived, supplemented, restated or replaced from time to time.

  • Existing Loan Agreement has the meaning set forth in the recitals to this Agreement.

  • Commitment Parties means the “Commitment Parties” as defined in the Commitment Letter.