Debt Commitment Sample Clauses

Debt Commitment. Parent has delivered to the Company true and complete copies of the Debt Commitment Letter executed by the Debt Financing Sources party thereto on the date hereof and countersigned by ▇▇▇▇▇▇. The Debt Commitment Letter has not been amended or modified prior to the date of this Agreement. As of the date hereof, the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect (and, to the Knowledge of Parent, no party thereto has indicated an intent to so withdraw or rescind). As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid, binding, and enforceable obligation of Parent and, to the Knowledge of Parent, the Debt Financing Sources (in each case subject to the Enforceability Exceptions). Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date hereof in connection with the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default under the Debt Commitment Letter on the part of Parent or, to the Knowledge of Parent, any other party thereto. As of the date hereof, Parent has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any of the Debt Financing Conditions. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing on the Closing Date that will be required to be satisfied on the Closing Date in order to consummate the Debt Financing other than the Debt Financing Conditions. Notwithstanding anything to the contrary contained herein, the Company agrees that a breach of the representations and warranties in this ‎Section 5.08 shall not result in the failure of the conditions to the Closing set forth in ‎Section 7.03(a) if, notwithstanding such breach and subject to the satisfaction of the other conditions to Closing set forth in ‎Article VII, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub are willing and able to consummate the Closing on the date the Closing is required to occur hereunder. Notwithstanding anything in this Agreement to the contrary, but without expanding, limiting or amending the remedies available under Article VIII or Section 9.02(a), or limiting the conditions in Article VII (including in respect of the Lennar Investment), Parent and Merger Sub each acknowledge and agree, in no ev...

Debt Commitment. Green Energy has delivered to Sailfish a complete and correct copy of the Debt Commitment Letter pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to lend the amounts set forth therein to Green Production and to use commercially reasonable efforts to assemble a syndicate of financial institutions to provide additional lending amounts to Green Production. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Green Production and, to the knowledge of Green Energy, the other parties thereto.

Debt Commitment. (a) On the terms and subject to the conditions set forth in this Agreement, including the delivery of one or more Draw Notices (as defined below), at any time during the period from and including the Business Day prior to the Equity Transaction Closing Date and ending 12 months following the Equity Transaction Closing Date (the “Draw Period”), the Notes Issuers may determine to issue and sell to Investor, and Investor agrees to purchase from the Notes Issuers, from time to time, at the Notes Purchase Price, up to $175,000,000.00 in aggregate principal amount of first lien notes (the “Additional First Lien Notes” and, together with the Acquired Shares, the “Securities”) (the “Notes Transaction” and, together with the Equity Transaction, the “Cupar Transactions”), as its own separate series of notes under the indenture governing the first lien notes (the “First Lien Notes”) to be issued by the Notes Issuers (which indenture will be in substantially the same form as that certain Senior Secured Notes Indenture dated as of January 3, 2023, by and among the Notes Issuers and U.S. Bank Trust Company, National Association, as trustee and collateral agent, pursuant to which the Notes Issuers have issued $250,000,000 in aggregate principal amount of Senior Secured Notes due 2025, with such other changes as are contemplated by the Transaction Support Agreement and Term Sheet) as part of the transactions contemplated by the Transaction Support Agreement, the Term Sheet, the Backstop Commitment Agreement and the Exchange Offer (as defined in the Backstop Commitment Agreement) (collectively with the Cupar Transactions, the “Transactions”). “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by law to close.

Debt Commitment. In connection with the Transaction, the Company has entered into a debt commitment, pursuant to which JPMorgan Chase Bank, N.A. and Barclays Bank PLC have committed to provide an aggregate amount of $4.9 billion of debt financing. The debt financing will consist of a $1.7 billion Term Loan A, a $1.7 billion Term Loan B and a $1.5 billion revolving credit facility, which will finance the Cash Consideration portion of the purchase price, replace Tenneco’s existing senior credit facilities and certain senior facilities at Federal-Mogul and repay a portion of existing Tenneco and Federal-Mogul debt. The proceeds will also be used to pay the fees, expenses and costs related to the transaction. Tenneco does not expect to borrow under the revolving credit facility in connection with the transaction. The Term Loan A and revolving credit facility will mature on the fifth anniversary of closing, and the Term Loan B will mature on the seventh anniversary of closing. The new credit facilities will be secured on a senior basis by substantially all assets of Tenneco on a pari passu basis with Federal-Mogul’s existing secured notes, and will be guaranteed by certain material domestic subsidiaries. The commitment to provide financing is subject to specified limited conditions.

Debt Commitment. Letter Agreement dated November 18, 2004 from UBS Loan Finance LLC, UBS Securities LLC, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and JPMorgan Securities Inc. to Frio Holdings, Inc. and Frio, Inc. attached hereto as Exhibit 4.5-2

Debt Commitment. NWCB has received a financing commitment ("Financing Commitment") from Dominion Income Management Corp. ("Dominion") a true and complete copy of which has been previously provided to MBC, in an amount not less than $8,000,000 which is in full force and effect including payment of all commitment fees then due and payable. NWCB has investigated Dominion and believes that Dominion has the ability to perform under the Financing Commitment.

Debt Commitment. Letters Section 4.7 Dissenting Shares Section 2.3 D&O Insurance Section 5.7(b) Effective Time Section 1.3 Environmental Law Section 3.10 ERISA Section 3.11(b) Exchange Act Section 3.5(b) Exempted Person Section 3.20 Expenses Section 8.1(a) Financing Section 4.7 Governmental Authority Section 3.5(b)