Sponsor Commitment Letter definition
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).