Sponsor Commitment Letter definition

Sponsor Commitment Letter means the subscription agreements dated as of the Effective Date between each of the Sponsors and Holdings, and Holdings and the Borrower, in each case for the benefit of the Guarantor pursuant to which the Sponsors commit to provide Holdings, and Holdings commits to provide the Borrower, with funds necessary to repay the Loans, together with all accrued interest thereon and all fees and other amounts payable hereunder, in each case upon consummation of the Acquisition.
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Sponsor Commitment Letter means the commitment letter between the Purchaser and the Sponsors dated the date hereof, as amended, supplemented or replaced in accordance with the terms hereof and thereof, including any other commitment letter in substantially similar form entered into between the Purchaser and a Sponsor in connection with the assignment and reallocation of the Sponsor Financing in accordance with the terms of Section 4.14(2).
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Sponsor Commitment Letter has the meaning set forth in Section 3.5.
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Examples of Sponsor Commitment Letter in a sentence

  • Neither Holdings nor the Borrower will amend, modify, waive, terminate or release (a) their respective certificates or articles of incorporation or other constitutive documents or by-laws, (b) the Sponsor Commitment Letter or (c) any Convertible Notes Document, in each case if the effect of such amendment, modification, waiver, termination or release is adverse (or, in the case of clause (c), materially adverse) to Holdings, the Borrower or the Lenders.

  • The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantor, any other Recourse Party or any Non-Recourse Party in connection with this Guaranty except as expressly set forth herein or in the Agreement, the Sponsor Commitment Letter, the Rollover Commitment Letter or the Confidentiality Agreement.

  • The Guarantor and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Guaranty except as expressly set forth herein or in the Agreement, the Sponsor Commitment Letter, the Rollover Commitment Letter or the Confidentiality Agreement.

  • Reference is made to that certain Equity Sponsor Commitment Letter (the “Equity Sponsor Commitment”), dated as of November 16, 2009, among LIRA Property Owner, LLC (“New Borrower”), a Delaware limited liability company, LIRA LLC (“New Parent”; and together with New Borrower, “you”), a Delaware limited liability company and each of the undersigned.

  • Assuming the funding in full of the equity or debt financing contemplated by the Sponsor Commitment Letter on the Closing Date, Buyer will have sufficient sources of immediately available funds to enable Buyer to pay in full the Purchase Price (as adjusted pursuant to this Agreement) to or for the benefit of Seller as provided in this Agreement and to consummate the transactions contemplated by this Agreement to occur at Closing.

  • Purchaser has received and accepted the Rollover Commitment Letter (such Rollover Commitment Letter, together with the Debt Commitment Letter, the Preferred Commitment Letter and the Sponsor Commitment Letter, the “Commitment Letters”) from each of the Rollover Investors pursuant to which the Rollover Investors have committed, subject to the terms and conditions thereof, to transfer, contribute and deliver to Purchaser the Rollover Shares (the “Rollover Investment”).

  • Buyer is not in breach of any of the terms or conditions set forth in the Sponsor Commitment Letter.

  • Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be required to seek (A) the Sponsor Equity Financing from any source other than the Guarantor, or in any amount in excess of that contemplated by, the Sponsor Commitment Letter, (B) the Preferred Financing from any source other than the Preferred Investors, or in any amount in excess of that contemplated by, the Preferred Commitment Letter or (C) the Rollover Investment from any Person other than the Rollover Investors.

  • The Sponsor Commitment Letter has not been amended, modified, terminated or withdrawn, and the Sponsor Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Buyer and each of the other parties thereto.

  • The Sponsor Commitment Letter constitutes the entire and complete agreement between the parties thereto with respect to the Financing (other than any definitive equity purchase or financing documents consistent with the terms of the Sponsor Commitment Letter that may be entered into between the Purchaser and the Sponsor in respect of the Financing).


More Definitions of Sponsor Commitment Letter

Sponsor Commitment Letter shall have the meaning set forth in the Recitals hereto.
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Related to Sponsor Commitment Letter

  • Equity Commitment Letter has the meaning set forth in Section 4.8.

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

  • Commitment Letters means the Debt Commitment Letter and the Equity Commitment Letter.

  • 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.

  • Debt Commitment Letter has the meaning set forth in Section 5.5.

  • 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.

  • Debt Commitment Letters shall have the meaning set forth in Section 5.7(a).

  • 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.

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

  • 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).

  • 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 Facility Agreement means an Incremental Facility Agreement among the Borrower, the Administrative Agent and one or more Incremental Lenders, establishing Incremental Term Commitments of any Series or Incremental Revolving Commitment Increases and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.21.

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

  • Equity Commitment (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 Governing Documents; and (d) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person.

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

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

  • SBIC Equity Commitment means a commitment by the Borrower to make one or more capital contributions to an SBIC Subsidiary.

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

  • 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.

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

  • Existing Letter of Credit means a letter of credit issued and outstanding under the Existing Credit Agreement and listed on Schedule 2.06 hereto.

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

  • Applicable Participation Agreement Has the meaning specified in Section 5.01(b) of this Trust Supplement.