Spinco Commitment Letter definition

Spinco Commitment Letter has the meaning set forth in the Merger Agreement.
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Spinco Commitment Letter means the commitment letter from the financial institutions named therein pursuant to which such parties have committed to lend the amounts set forth therein to Spinco for the purpose of funding the Special Below Basis Cash Distribution.
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Spinco Commitment Letter has the meaning set forth in the Business Combination Agreement.
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Examples of Spinco Commitment Letter in a sentence

  • As of the date of this Agreement, except for the Spinco Commitment Letter, to the knowledge of Remainco, there are no side letters or other Contracts related to any portion of the funding of the Spinco Financing, other than as expressly set forth in the Spinco Commitment Letter delivered to RMT Partner on or prior to the date of this Agreement.

  • On or prior to the date of this Agreement, Spinco has delivered to RMT Partner a true, complete and fully executed copy of the Spinco Commitment Letter.

  • As of the date of this Agreement, no event has occurred, which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Spinco, its Affiliates or, to the knowledge of Remainco, any other party to the Spinco Commitment Letter, under the Spinco Commitment Letter, or, to the knowledge of Remainco, would result in any portion of the Spinco Financing being unavailable or delayed.

  • There are no conditions precedent or other contingencies related to the funding of the full amount of the Spinco Financing, other than as expressly set forth in the Spinco Commitment Letter.

  • Notwithstanding the foregoing, each financing source under the Spinco Commitment Letter and Related Letters shall be an express third party beneficiary of and shall be entitled to rely upon Section 11.10, Section 11.12 and Section 11.14 hereof, and each such financing source and its successors and assigns may enforce such provisions.

  • The Spinco Commitment Letter and the Spinco Related Letter, a true and fully executed copy of each of which have been provided to Burgundy, have not been amended or modified on or prior to the date of this Agreement, and as of the date of this Agreement the commitments contained in the Spinco Commitment Letter and the Spinco Related Letter have not been withdrawn or rescinded in any respect.

  • The parties hereby further agree that New York state or United States Federal courts sitting in the borough of Manhattan, City of New York shall have exclusive jurisdiction over any action brought against any financing source under the Spinco Commitment Letter and the Spinco Related Letter in connection with the transactions contemplated under this Agreement.

  • Grizzly or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Spinco Commitment Letter and the Spinco Related Letter that are payable on or prior to the date hereof, and as of the date hereof the Spinco Commitment Letter and the Spinco Related Letter are in full force and effect and are the legal, valid and binding enforceable obligations of Grizzly and Merger Sub, as the case may be, and, to the Knowledge of Grizzly and Merger Sub, each of the parties thereto.

  • Pursuant to the Spinco Commitment Letter and the fee letters attached thereto (together, the “Spinco Related Letter”), the lenders party thereto have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purpose of financing the Special Below Basis Cash Distribution (the “Spinco Financing”).

  • This Section 11.9 shall not affect the rights of any Person as a party to the Spinco Commitment Letter to enforce the Spinco Commitment Letter or any other applicable Financing Agreement in accordance with its terms.


More Definitions of Spinco Commitment Letter

Spinco Commitment Letter means the debt commitment letter from Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxx Fargo Bank, N.A., SunTrust Bank and SunTrust Xxxxxxxx Xxxxxxxx, Inc. committing funds to Spinco and/or its Subsidiaries for the Spinco Financing, attached hereto as Exhibit G.
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Spinco Commitment Letter means an executed commitment letter, including (a) all exhibits, schedules, annexes, joinders and amendments to such agreements in effect as of the date of this Agreement; (b) any associated fee letter in unredacted form, and (c) any associated engagement letter in unredacted form, in each case, by and between Spinco (or any Subsidiary thereof, if applicable) and the financing sources party thereto (together with all additional lenders and financing sources joined to the Spinco Commitment Letter, the “Spinco Financing Lenders”), pursuant to which, among other things, the Spinco Financing Lenders have committed to provide Spinco with financing in the amount set forth therein (together with any Permitted Alternative Financing, the “Spinco Financing”) for purposes of financing the Cash Payment.
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Spinco Commitment Letter has the meaning specified in Section 11.10.
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Related to Spinco Commitment Letter

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

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

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

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

  • Commitment Letter 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.

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

  • 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.

  • 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.

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

  • 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.

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

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

  • 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.

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

  • Incremental Term Loan Assumption Agreement means an Incremental Term Loan Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

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

  • Backstop Commitment has the meaning set forth in Section 2.2(b).

  • Co-Lender Agreement With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Loan Combination as of the Closing Date.

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

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

  • Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.

  • Incremental Commitment shall have the meaning set forth in Section 2.23.

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