Commitment Letters. Consultant shall also submit Subcontractor Commitment Letters on Subcontractor’s letterhead, no more than one page each, from all proposed Subcontractors to acknowledge their commitment to the team, scope of services, and percent of participation in the project.
Commitment Letters. 4.6 Company.............................................................
Commitment Letters. No cancellation or suspension shall apply to amounts subject to any commitment letter issued by the Bank pursuant to Section 5.02 except as expressly provided in such commitment letter.
Commitment Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) duly executed equity commitment letters dated as of the date of this Agreement, between Parent and the Guarantors (the “Equity Commitment Letters”) relating to the commitment of the Guarantors to provide, or cause to be provided, and subject to the terms and conditions thereof, the respective amounts of the cash equity financing stated therein (the “Equity Financing”), (ii) a duly executed preferred equity commitment letter dated as of the date hereof (which may be redacted to exclude any fee or discount amounts) (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources, relating to the commitment of the Debt Financing Sources to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the debt financing stated therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms). Each of the Equity Commitment Letters provide that the Company is an express third-party beneficiary thereof in order to cause the Guarantors to fund the Equity Financing in accordance with Section 9.8.
Commitment Letters. Buyer has, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer has delivered prior to the Execution Date to the MLP Parties true and complete copies of (a) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements and the Buyer Credit Agreement (the “Debt Refinancing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to finance any required repurchase of the Buyer Notes (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the Refinancing Commitment Letter, the “Commitment Letters”). The Commitment Letters have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law)), and, to the Knowledge of the Buyer Parties, are not subject to any conditions precedent related to or other contingencies (including pursuant to any “flex” provisions other than the “flex” provisions contained in the “Fee Letter” as defined in the Commitment Letters) to the funding of the full amounts contemplated thereby that are not set forth in the copies of the Commitment Letters. The Commitment Letters have not been amended or modified prior to the Execution Date and the respective commitments contained in the Commitment Letters have not been reduced, withdrawn or rescinded prior to the Execution Date. As of the Execution Date, the Buyer Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would co...
Commitment Letters. The Purchaser shall use its reasonable best efforts to comply with its obligations and enforce its rights under the Commitment Letters in a timely manner and shall not permit any amendment or modification thereto, or any waiver of any provision or remedy thereunder, which would have the effect of introducing an additional condition to such counterparties’ obligations, reducing the amount of the commitments thereunder or delaying the Closing. If any portion of the financing contemplated pursuant to the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, the Purchaser shall notify the Seller within two (2) Business Days and shall use its reasonable best efforts to obtain alternative financing from alternative sources on substantially the same terms (including pricing) in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. The Purchaser shall deliver to the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the Purchaser with any portion of the financing necessary to consummate the Transactions. The Purchaser shall give the Seller notice within two (2) Business Days of any material breach by any party to the Commitment Letters, or any termination of the Commitment Letters. The Purchaser shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly, or indirectly, any action that would result in a failure of any of the conditions contained in the Commitment Letters or in any definitive agreements related to the Financing. The Purchaser shall not agree to or permit any material amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing that would materially and adversely affect or delay in any material respect the Purchaser’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Any material breach by the Purchaser of the Commitment Letters and/or any related fee or engagement letter shall be deemed a material breach by the Purchaser of this Section 6.12. The Purchaser will provide to the Seller any modifications or amendments to the Commitme...
Commitment Letters. As of the Agreement Date, Buyer has received binding commitments (the “Commitment Letters”) from certain third parties (such Persons and Persons who become similarly situated after the date hereof, “Buyer Subscriber Parties”) obligating them to Buyer on an unconditional basis (or to the extent conditional, all conditions of which have been fulfilled or waived at the Agreement Date) to deliver in the aggregate to the Escrow Agent an amount equal to Eight Hundred and Seventy Five Million U.S. Dollars ($875,000,000) for payment against the Purchase Price or as otherwise contemplated by this Agreement and the Escrow Agreement, and assuming the accuracy of the representations and warranties provided by the Buyer Subscriber Parties set forth in such Commitment Letters, all such Commitment Letters are enforceable in accordance with their terms, including, if applicable, in any specific enforcement proceedings which may be brought by Buyer against any such Buyer Subscriber Party terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at Law).
Commitment Letters. Buyer shall use reasonable best efforts to cause the Buyer Subscriber Parties to deposit at least Eight Hundred and Seventy-Five Million U.S. Dollars ($875,000,000) into the Escrow Account on or before the Escrow Deadline, including by seeking to enforce rights available to Buyer or Buyer Parent pursuant to the Commitment Letters or the Escrow Agreement, including without limitation seeking specific performance of payment obligations against Buyer Subscriber Parties under the Commitment Letters and/or Escrow Agreement. In the event that one or more Buyer Subscriber Parties are in default of their obligations to deposit their respective funds in the Escrow Account by the Escrow Deadline, Buyer shall have thirty (30) days to use its reasonable best efforts to cause such Buyer Subscriber Parties to honor their commitments or, in the alternative, to find alternative Buyer Subscriber Parties to deposit such amounts in the Escrow Account. If, after the date that is thirty (30) days after the Escrow Deadline, there remains a shortfall in the Escrow Account, then until the earlier of June 30, 2015 or such time as no such shortfall remains Sellers shall be entitled, upon the provision of five (5) Business Days’ written notice, to seek equitable remedies in the form of specific performance required to compel Buyer to commence legal proceedings against the defaulting Buyer Subscriber Parties for specific performance of their obligations to deposit their respective funds in the Escrow Account. Notwithstanding any other provision of this Agreement, nothing in this Section 5.6 shall give Sellers any basis for any claim of monetary damages.
Commitment Letters. Buyer shall use its Commercial Efforts to obtain the financing contemplated by the Commitment Letters and shall use Commercial Efforts to notify Seller Parent in writing within one (1) Business Day if any of the Commitment Letters are terminated or within five (5) Business Days of any of the terms or conditions of the Commitment Letters are amended or modified in any material respect.
Commitment Letters. If either (i) the condition set forth in Section 1(c)(i) of this Waiver and Amendment is not met or (ii) the event set forth in clause (x) of the first proviso to Section 1(c)(i) of this Waiver and Amendment occurs, the Company shall pay, and there shall become due and payable, on the next Business Day following the first to occur of the events set forth in the foregoing clause (i) or clause (ii), a fee to each Noteholder in an amount equal to 0.15% of the aggregate outstanding principal amount of the Notes then held by such Noteholder (which fee shall be paid by wire transfer of immediately available funds); such fee shall be deemed earned when paid and shall not be subject to recovery or repayment in the event this Waiver and Amendment is thereafter terminated or rescinded for any reason.
