Acceptance/Expiration of Commitments Sample Clauses

Acceptance/Expiration of Commitments. This Commitment Letter and all commitments and undertakings of Bank of America and MLPFS hereunder will expire at 5:00 p.m. (New York time) on May 4, 2015 unless you execute this Commitment Letter and the Fee Letter and return them to us prior to that time (which may be by facsimile transmission), whereupon this Commitment Letter and the Fee Letter (each of which may be signed in one or more counterparts) shall become binding agreements. Thereafter, all commitments and undertakings of Bank of America and MLPFS hereunder will expire on the earliest of (a) November 30, 2015, unless the Closing Date occurs on or prior thereto, (b) the closing of the Acquisition without the use of the Senior Credit Facilities, (c) the acceptance by the Target or any of its affiliates of an offer for all or any substantial portion of the capital stock or property and assets of the Target and its subsidiaries other than as part of the Transaction, (d) the date you announce, or inform in writing Bank of America or MLPFS, that the Acquisition is not proceeding and (e) the date you terminate this Commitment Letter, at your election, if either Bank of America or MLPFS breaches any of their obligations under this Commitment Letter. In consideration of the time and resources that MLPFS and Bank of America will devote to the Senior Credit Facilities, you agree that, except as you and we may otherwise subsequently agree in writing, until such expiration, you will not solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing debt securities or bank financing for the Company or any of its subsidiaries with respect to the matters addressed in this Commitment Letter. If this letter agreement reflects our agreement, please indicate your acceptance by signing in the space below. Very truly yours, By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇. ▇▇▇▇ ▇▇▇▇ Name: ▇. ▇▇▇▇ ▇▇▇▇ Title: Director ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chiarman Revolving Credit Facility $39.6 Purchase of Target $147.0 Additional Term Loan Facility $27.1 Refinancing of Target Debt $10.5 Stock Issued to Target $80.9 Assumption of Target China Debt $6.9 Assumption of Target China Debt $6.9 Financing Fees $11.0 Cash on CECO Balance Sheet $5.0 Change of Control Costs $1.6 Cash on Target Balance Sheet $17.5 Tenor: Same as existing Term Loa...

Acceptance/Expiration of Commitments. This Letter and all commitments and undertakings of Ford hereunder will expire at 12:00 noon (New York City time) on May 28, 2009 unless you execute this Letter and return it to us prior to that time (which may be by facsimile or emailed PDF file), whereupon this Letter (which may be signed in one or more counterparts) shall become a binding agreement. Thereafter, all commitments and undertakings of Ford hereunder will expire on the earlier of (a) June 30, 2009, unless the Effective Date occurs on or prior thereto, or (b) the date you announce or inform ▇▇▇▇ in writing that you are not proceeding with the Transactions. The commitments and undertakings of Ford may be terminated by us if you fail to perform your obligations under this Letter. This Letter is not assignable by you without our prior written consent and is intended to be solely for the benefit of the parties hereto, the other Engagement Parties and the Indemnified Parties. In consideration of the time and resources that the Engagement Parties will devote to the Facility, you agree that, until such expiration, you will not, and will cause the other Borrowers not to,

Acceptance/Expiration of Commitments. If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter not later than 11:59 p.m., Dallas, Texas time, on July 29, 2020 (the “Acceptance Deadline”). This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. In the event that the initial borrowings or the roll-up under the DIP Facility do not occur on or before the Expiration Date (as defined below), then this Commitment Letter and the commitments hereunder (including, for the avoidance of doubt, the commitments with respect to the Revolving Facility) shall automatically terminate unless the Initial Lenders shall, in their discretion, agree to an extension. In addition, if not otherwise terminated in accordance with the immediately preceding sentence, this Commitment Letter and the commitments hereunder shall automatically terminate without further action or notice on the first day after the Maturity Date (as defined under the DIP Term Sheet) if the Conversion Date shall not have occurred by such time.

Acceptance/Expiration of Commitments. (a) This Commitment Letter and the Commitments of the Lenders, and the undertakings of the TD Parties, set forth herein shall automatically terminate at 11:59 p.m. (Eastern Time, Standard or Daylight, as applicable) on March 10, 2021 (the “Acceptance Deadline”), without further action or notice unless signed counterparts of this Commitment Letter shall have been delivered to TD Securities by such time. (b) In the event this Commitment Letter is accepted by you as provided in Section 10(a) of this Commitment Letter, the Commitments of the Lenders, and the undertakings of the TD Parties set forth herein will automatically terminate without further action or notice upon the earliest to occur of (i) 5:00 p.m. (Eastern Time, Daylight or Standard, as applicable) on June 14, 2021, if the Closing Date shall not have occurred by such time and (ii) the “DIP Termination Date” (as referred to in the Restructuring Support Agreement referred to in the Credit Agreement). In addition, you may terminate the commitments of the Lenders and the undertakings of the TD Parties set forth herein at any time by delivering written notice to the Lead Arranger of your election to terminate this Commitment Letter.

Acceptance/Expiration of Commitments. (a) This Commitment Letter and the Commitment of ▇▇▇▇▇ Fargo Bank set forth herein shall automatically terminate at 5:00 p.m. (Eastern Time) on the date that is ten (10) business days following the date hereof (the “Acceptance Deadline”), without further action or notice unless signed counterparts of this Commitment Letter and the Fee Letter shall have been delivered to the Commitment Party by such time to the attention of ▇▇▇▇ ▇▇▇▇▇▇▇. (b) In the event this Commitment Letter is accepted by you as provided above, the commitments and agreements of ▇▇▇▇▇ Fargo Bank set forth herein will automatically terminate without further action or notice upon the earliest to occur of (i) consummation of the Acquisition (with or without the use of the Senior Credit Facility), (ii) termination of the Acquisition Agreement, (iii) the “Termination Date” (as defined in the Acquisition Agreement as in effect on the date hereof) and (iv) 5:00 p.m. (Eastern Time) on March 12, 2022, if the Closing Date shall not have occurred by such time.

Acceptance/Expiration of Commitments. (a) This Commitment Letter and the Commitment of each Initial Lender and the undertakings of each Commitment Party set forth herein shall automatically terminate at 11:59 p.m. (Eastern Time) on January 22, 2021 (the “Acceptance Deadline”) without further action or notice unless signed counterparts of this Commitment Letter and the Fee Letters shall have been delivered by you to the Lead Arranger by such time to the attention of ▇▇▇ ▇▇▇▇▇▇▇, Director (electronic mail: ▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇). (b) In the event this Commitment Letter is accepted by you as provided above, the Commitments and agreements of the Initial Lenders and the undertakings of each Commitment Party set forth herein will automatically terminate without further action or notice at 5:00 p.m. (Eastern Time) on the Expiration Date, if the Closing Date shall not have occurred by such time.