Commitment and Conditions Clause Samples
The 'Commitment and Conditions' clause defines the obligations that each party agrees to undertake and the specific requirements that must be satisfied for those obligations to become enforceable. In practice, this clause outlines what each party must do or provide—such as delivering documents, making payments, or obtaining approvals—before the agreement moves forward or certain rights are granted. Its core function is to ensure that all necessary prerequisites are met before commitments become binding, thereby reducing the risk of disputes and clarifying the sequence of actions required for the contract to proceed.
Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower (or, as long as Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Party), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Date through the earlier of the Revolving Loan Termination Date and 30 days prior to the Scheduled Revolving Loan Termination Date; provided that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance:
(i) (A) the aggregate Revolving Loan Outstandings would exceed the aggregate Revolving Loan Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit;
(ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 days prior to the Scheduled Revolving Loan Termination Date; provided that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or
(iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower (and, if such Letter of Credit is issued for the account of any other Loan Party, such Loan Party), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, t...
Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and five Business Days prior to the Scheduled Revolving Credit Termination Date, provided that no L/C Issuer shall be obligated to Issue any Letter of Credit and no Lender shall be obligated to participate in any Letter of Credit if after giving effect to such Issuance, (x) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments, (y) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit, or (z) the Revolving Credit Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
Commitment and Conditions. 2.1 Subject to the terms and conditions in paragraph 2.2, the Agent acting on behalf of and at the direction of each Lender confirms that the Lenders will make available to TCN the Facilities pursuant to an amended and restated facility agreement.
2.2 Each Lender’s commitment under paragraph 2.1 is subject to:
(a) the terms and conditions set forth in this letter and in the Term Sheet as modified by the draft amended and restated facility agreement and ancillary documents in the Agreed Form;
(b) the accuracy and completeness of all representations that TCN, Telewest, New Telewest and Telewest UK make to each Lender in paragraph 4 below;
(c) execution of an amended and restated facility agreement documenting the Facilities in the Agreed Form;
(d) receipt, on or before the date of this letter, by the Steering Committee of effective and binding Voting Agreements (and any schedules or appendices thereto) between Telewest and holders of the Agreed Securities where those holders represent the Agreed Percentage of the value of Agreed Securities in aggregate entitled to vote at the Meetings (including, without limitation, each Relevant Committee Member, ▇▇▇▇ and Liberty Media), such agreements to be in a form satisfactory to the Steering Committee;
(e) receipt, on or before the date of this letter, by the Steering Committee of an effective and binding IDT Voting Agreement, such agreement to be in a form satisfactory to the Steering Committee;
(f) receipt, on or before the date of this letter, by the Steering Committee of effective and binding Hedge Agreements, such agreements to be in a form satisfactory to the Steering Committee;
(g) receipt, on or before the date of this letter, by the Steering Committee of an effective and binding waiver and agreement letter between Telewest, TCN and the Lessors relating to the RB Leases, such waiver and agreement letter to be in form and substance satisfactory to the Steering Committee and attaching, without limitation, an agreed form (i) novation and amendment agreement in relation to the Telewest Lease and (ii) amendment agreement in relation to the TCN Lease; and
(h) payment to the Agent for the account of the Lenders, of a fee of up to 40 basis points on the committed amount of the Facilities under this letter as of the date such fee is earned determined on the basis set out in the following table: where the determination date is the first date on which both (i) CIBC World Markets plc has signed this letter in its capacity...
Commitment and Conditions
Commitment and Conditions