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.

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.

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.

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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

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.