Replacement DIP Agreement definition

Replacement DIP Agreement means that certain Senior Secured Super-Priority Debtor-in- Possession and Exit Credit and Guaranty Agreement, dated as of December 20, 2009, among Tronox Incorporated, Tronox Worldwide LLC, Certain Subsidiaries of Tronox Worldwide LLC, as Guarantors, Various Lenders, Goldman Sachs Lending Partners LLC, as Sole Lead Arranger and Sole Bookrunner, Goldman Sachs Lending Partners LLC, as Syndication Agent, and Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, as amended from time to time.
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Replacement DIP Agreement means that certain Senior Secured Super-Priority
Sample 1Sample 2
Replacement DIP Agreement means that certain Senior Secured Super-Priority Debtor-in-
Sample 1Sample 2

Examples of Replacement DIP Agreement in a sentence

  • The administrative agent and the lenders from time to time under the Replacement DIP Agreement.

  • Notwithstanding anything to the contrary herein, in full and final satisfaction, settlement, release and discharge of and in exchange for release of all Replacement DIP Facility Claims (other than Claims under the Replacement DIP Facility that expressly survive the termination thereof), on the Effective Date, the Replacement DIP Facility Claims shall (a) subject to the terms of the Replacement DIP Agreement and the Exit Credit Agreement, convert into the Exit Credit Facility or (b) be paid in full in Cash.

  • These are situations which are reflected by person lying/sitting at an inappropriate place (e.g. on the ground) for a prolonged period of time.

  • Notwithstanding anything to the contrary herein, in full and final satisfaction, settlement, release and discharge of and in exchange for release of all Replacement DIP Facility Claims (other than Claims under the Replacement DIP Facility that expressly survive the termination thereof), on the Effective Date, the Replacement DIP Facility Claims shall (a) subject to the terms of the Replacement DIP Agreement, convert into the Exit Credit Facility or (b) be paid in full in Cash.

  • The Replacement DIP Agreement provides for an Exit Fee of 1.5% of the amount committed under the Replacement DIP Facility, which is approximately $2,417,025.

  • A redline comparison of the Replacement DIP Agreement compared to the existing DIP Agreement with Cargill is attached hereto as Exhibit “B”.

  • Further, I understand that the Monitor supports the proposed extension of the Stay Period and the approval of the Replacement DIP Agreement and will be providing further details with respect to the appropriateness of the requested extension of the Stay Period in its Third Report.

  • The Updated Cash Flow Forecast reflects that, should the price of spot price of iron ore remain stable, Tacora is expected to maintain sufficient liquidity to fund operations should the Replacement DIP Agreement be approved until and including May 19, 2024.

  • The Replacement DIP Agreement represents a significant investment of new money in Tacora by the members of the Consortium, including RCF and Javelin.

  • On the Effective Date, all Existing Letters of Credit shall be replaced or reinstated in accordance with their terms and the terms of the Replacement DIP Agreement and the Exit Credit Agreement.

Related to Replacement DIP Agreement

  • Replacement Agreement shall have the meaning set forth in Paragraph 2(b) hereof.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

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

  • Replacement Reserve Agreement means a Replacement Reserve and Security Agreement, reasonably required by the Lender, and completed in accordance with the requirements of the DUS Guide.

  • Substitution Agreement means the substitution agreement, substantially in the form set forth in the Schedules as entered into/ proposed to be entered into between the Authority, Developer, and the Lenders in relation to the substitution of the Developer with the Nominated Company in accordance with the Agreement;

  • Sponsorship Agreement means a document that estab- lishes an advanced licensee as a sponsor for a basic licensee.

  • Amended Facility Agreement means the Facility Agreement as amended and supplemented by this Agreement.

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).

  • TRIPS Agreement means the Agreement on Trade-Related Aspects of Intellectual Property Rights in Annex 1C to the WTO Agreement;

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • SCM Agreement means the Agreement on Subsidies and Countervailing Measures in Annex 1A to the WTO Agreement;

  • Dealership Agreement means an oral or written agreement, either express or implied, between a supplier and a dealer which provides that the dealer is granted the right to sell, distribute, or service the supplier’s equipment, regardless of whether the equipment carries a trade name, trademark, service mark, logotype, advertisement, or other commercial symbol, and which provides evidence of a continuing commercial relationship between the supplier and the dealer.

  • Agreement End Date has the meaning specified in Section 10.1(e).

  • Traineeship Agreement means an agreement made subject to the terms of this award between an employer and the trainee for a traineeship and which is registered with the appropriate state training authority, NETTFORCE, or under the provisions of the appropriate state legislation. A traineeship agreement shall be made in accordance with the relevant approved traineeship scheme and shall not operate unless this condition is met.

  • Replacement Equipment means operational equipment or other parts used by Tenant to replace any of the Equipment.

  • O&M Agreement means the agreement(s), if any, between the Company and the O&M Contractor for the operation and maintenance of the Facility to be entered into between the Company and the O&M Contractor, as amended or superseded from time to time;

  • Refinancing Facility Agreement means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Agent, among Holdings, the Borrower, each Subsidiary of the Borrower party to this Agreement, the Agent and one or more Refinancing Lenders, establishing Refinancing Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.26.

  • Replacement Facility means 1 of the following:

  • Connection Agreement means an agreement entered into between a distributor and a person connected to its distribution system that delineates the conditions of the connection and delivery of electricity to or from that connection;

  • Generation Interconnection Agreement means the large generator interconnection agreement to be entered into separately between Seller and Interconnection Provider concerning the Interconnection Facilities.

  • Intercompany Advance Agreement The Intercompany Advance Agreement, dated as of September 11, 2009, between Ally Bank and Ally Auto, as amended, supplemented or modified from time to time.

  • Replacement Sub-Contractor means a sub-contractor of the Replacement Supplier to whom Transferring Supplier Employees will transfer on a Service Transfer Date (or any sub-contractor of any such sub-contractor);

  • Existing Management Agreement means that certain management agreement between the Seller and the Existing Manager for the operation and management of the Hotel.

  • Replacement Card means a renewal or replacement Card issued to you by us;