Conditional Commitment Sample Clauses

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Conditional Commitment. Lender shall have received the fully executed Conditional Commitment from the USDA having terms and conditions satisfactory to Lender, together with all documentation satisfactory to Lender evidencing the USDA’s approval of the substitution of Lender as Lender in the Conditional Commitment.
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Conditional Commitment. If the Company’s Board of Directors (or a committee thereof) has resolved to make a Recommendation Withdrawal and provide a Notice of Superior Proposal pursuant to Section 5.2(f), in order to enable the Company’s Board of Directors (or a committee thereof) to be sufficiently comfortable that such Superior Proposal will remain available to the Company when and if this Agreement is terminated as and to the extent permitted hereunder in respect of such Superior Proposal, the Company may, before delivering a Notice of Superior Proposal to Parent, enter into a binding letter agreement (the “Conditional Commitment”) with the third party making such Superior Proposal (the “Committed Bidder”), which Conditional Commitment may (i) provide that the Committed Bidder is obligated, on behalf of the Company, to pay the Termination Fee and any other fee or expense required to be paid by the Company pursuant to the relevant provisions of this Agreement in accordance with the terms thereof, (ii) attach as an exhibit thereto a fully negotiated agreement and plan of merger providing for the transaction contemplated by the Superior Proposal and/or (iii) provide that the Company shall enter into such agreement and plan of merger, and/or that such agreement and plan of merger shall automatically become binding on the Company, only on and after (and in no event before) both (A) the termination of this Agreement in accordance with its terms and (B) the payment by the Company (or by the Committed Bidder on behalf of the Company) of the Termination Fee or any other fee or expense required to be paid hereunder; provided, however, that the Conditional Commitment may not (x) impose on the Company, its Subsidiaries or their respective former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees any liability or obligation except upon the valid termination of this Agreement as contemplated in clause (iii), (y) impose on Parent, Merger Sub, the Equity Financing Source or their respective former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees any liability or obligation at any time, including following the termination of this Agreement, or (z) relieve the Company of its obligations to Parent ...
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Conditional Commitment. The Parties acknowledge and agree that the City and County commitments to provide funding for Assisted Developments are subject to compliance with all legal requirements, including but not limited to, with respect to procedures regarding the purchase of real property and compliance with the California Environmental Quality Act. Nothing in this MOU shall be construed to compel the County or City to approve or make any particular findings with respect to any environmental documentation that is prepared, pursuant to CEQA, for any portion of an Assisted Development. .
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Conditional Commitment. In connection with the foregoing, we are pleased to advise you that DOE is willing to (i) arrange the Loans, (ii) designate the Applicant as a borrower under the Program Financing Agreement (as defined in the Term Sheet) and (iii) cause FFB to enter into a Note Purchase Agreement (as defined in the Term Sheet) with the Applicant for the purchase of Notes (as defined in the Term Sheet) issued by the Applicant evidencing the Loans, as more particularly set out below. DOE’s commitment hereunder is subject to (a) the preparation, execution and delivery of Definitive Agreements (as defined below) incorporating the terms and conditions set forth in this Conditional Commitment Letter, satisfactory to DOE in its sole discretion; (b) the absence of a Material Adverse Effect (as defined below); (c) DOE’s satisfaction, in its sole discretion, with all legal matters with respect to the Applicant and the Obligors (as defined in the Term Sheet); (d) DOE’s satisfaction, in its reasonable discretion, with all tax and accounting matters with respect to the Applicant and the Obligors; (e) DOE’s satisfaction, in its reasonable discretion, with the capital, corporate and organizational structure of the Applicant and its material subsidiaries; (f) your receipt to DOE’s satisfaction, in its sole discretion, of all material governmental and third party consents (if any) necessary to permit the Loans and the borrowings thereunder; and (g) those conditions precedent specified in the Term Sheet.
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Conditional Commitment a) Canada has determined that no duty to consult Aboriginal groups arises in the context of this Project. However, should Canada determine later on, or as a result to changes to the Project, that a duty to consult does arise, the Recipient agrees that all of Canada's obligations pursuant to this Agreement will be suspended from the moment that Canada informs the Recipient that a duty to consult arises until Canada has decided that the duty to consult is fulfilled. b) In the event that a duty to consult should arise as described at subsection 7.1(a), the Recipient agrees that the terms and conditions at section 2 (Aboriginal Consultations) at Schedule G will be applicable.
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Conditional Commitment a) Canada has determined that no environmental assessment (EA) of the Project is required under the Canadian Environmental Assessment Act (CEAA). However, should Canada subsequently determine that an EA of the Project is required pursuant to the CEAA, the Recipient agrees that all of Canada's obligations pursuant to this Agreement will be suspended from the moment that Canada informs the Recipient that an EA of the Project is required and such situation will remain at least until Canada has decided that, taking into account the implementation of any mitigation measures that Canada considers appropriate, the Project as assessed pursuant to the CEAA (“CEAA Project”) is not likely to cause significant adverse environmental effects or the “CEAA Project” is likely to cause significant adverse environmental effects that can be justified in the circumstances. b) In the event that an Environmental Assessment becomes necessary in accordance with subsection 6.1(a), the Recipient agrees that the terms and conditions set out at section 1 (Environmental Assessment) at Schedule G will be applicable.
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Related to Conditional Commitment

  • Additional Commitments The Parties may negotiate commitments with respect to measures affecting trade in services not subject to scheduling under Article 106 (National Treatment) or Article 107 (Market Access), including those regarding qualifications, standards or licensing matters. Such commitments shall be inscribed in a Party's Schedule.

  • Additional Commitment Lenders The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

  • The Commitment Subject to the terms and conditions of this Agreement, Lender agrees to make term loans to Borrower from time to time from the Closing Date and to, but not including, the Termination Date in an aggregate principal amount not exceeding the Commitment. The Commitment is not a revolving credit commitment, and Borrower does not have the right to repay and reborrow hereunder. Each Loan requested by Borrower to be made on a single Business Day shall be for a minimum principal amount set forth in the Supplement, except to the extent the remaining Commitment is a lesser amount.

  • Service Level Commitment IBM provides the following service level commitment (“SLA”) for the Cloud Service, after IBM makes the Cloud Service available to you.

  • Incremental Commitments (1) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.