Financing commitment documentation Sample Clauses

Financing commitment documentation. 6.3.1 The Guarantor irrevocably and unconditionally, as direct and primary obligor (in Danish: selvskyldnerkautionist), guarantees to the Sellers (i) the full and punctual payment of all amounts payable by the Buyer from time to time pursuant to the Agreement, including any Claim the Sellers may have against the Buyer and (ii) the full and punctual fulfilment by the Buyer of all the Buyer’s other obligations in accordance with this Agreement (each a “Guaranteed Obligation”). Upon failure by the Buyer to pay, and/or otherwise to perform, punctually any Guaranteed Obligation, the Guarantor shall forthwith on demand pay the amount not paid, and/or perform and fulfil the obligation not performed or fulfilled, at the place and in the manner specified in the Agreement. The Guarantor’s obligations hereunder shall remain in full force and effect until all Guaranteed Obligations have been paid, and/or otherwise performed, in full. 6.3.2 During the period between the Signing Date and Closing Date (both dates inclusive), the Buyer and the Guarantor, as applicable, shall not, in each case save with the prior written consent of the Sellers (such approval not to be unreasonably withheld or delayed): (a) terminate or amend any equity commitment letter, debt commitment letter or any other documentation, certificate, undertaking or agreement provided to the Sellers as part of the Buyer’s evidence of funding as set out in Schedule 3.2(b); or (b) do or omit to do any other thing which could reasonably be expected to create uncertainty as to the availability of the Buyer’s financing commitments as set out in any equity commitment letter, debt commitment letter or any other documentation, certificate, undertaking or agreement provided to the Sellers as part of the Buyer’s evidence of funding as set out in Schedule 3.2(b).
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Financing commitment documentation. 11.1.1 During the period between Signing and Closing (both dates inclusive), the Buyer shall not, save with the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned or delayed): (a) terminate or amend the Debt Commitment Letter in a manner that would be adverse to the Buyer's ability to satisfy its obligations to pay the Purchase Price at Closing; provided that notwithstanding any other provision in this Agreement, the Buyer shall be entitled from time to time to (x) amend, restate, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Commitment Letter or substitute other financing for all or any portion of the Debt Financing from the same or alternative financing sources and (y) amend, restate, replace, supplement or otherwise modify the Debt Commitment Letter for the purpose of adding agents, co-agents, lenders, arrangers, bookrunners or other persons that have not executed the Debt Commitment Letter as of the date hereof, so long as, in the case of (x) and (y), such amendments, replacements or modifications do not contain conditions to the availability of the Debt Financing on the Closing Date that are more onerous individually or taken as a whole than those conditions and terms contained in the Debt Commitment Letter as of the date hereof; or (b) take or omit to take any other action as set forth in the Debt Commitment Letter, the result of which would be adverse to the Buyer's ability to satisfy its obligations to pay the Purchase Price at Closing.
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Related to Financing commitment documentation

  • Financing Commitment For the period commencing on the date hereof and ending on the fifth anniversary hereof, Atlas America and Resource Energy agree to provide to the MLP funding of up to an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) per annum to finance the cost of expanding the Gathering System or constructing new additions to the Gathering System. Atlas America and Resource Energy, jointly and severally, commit to provide such funding, upon the MLP's written request therefor, by purchasing Common Units at a price equal to the arithmetic average of the closing prices of the Common Units on the American Stock Exchange, or, if the American Stock Exchange is not the principal trading market for such security, on the principal trading market for such security, for the twenty consecutive trading days ending on the trading day prior to the purchase, or, if the fair market value of the Common Units cannot be calculated for such period on any of the foregoing bases, the average fair market value during such period as reasonably determined in good faith by the members of the managing board of the General Partner.

  • Financing Commitments Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

  • Replacement Documents Upon receipt of an affidavit of an officer of Lender as to the loss, theft, destruction or mutilation of the Note or any other Loan Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Note or other Loan Document, Borrower will issue, in lieu thereof, a replacement Note or other Loan Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Loan Document in the same principal amount thereof and otherwise of like tenor.

  • Agreement Documents 1. This Agreement consists of the following documents: (a) This Agreement; (b) The General Terms and Conditions for Programme Cooperation Agreements appended hereto; (c) Any Programme Documents concluded hereunder; and (d) Any Special Conditions established with regard to a particular programme, IP, or Programme Document, attached to this Agreement.

  • Commitment Letter Provide all items and pay all amounts required by the Commitment Letter. If any term of the Commitment Letter shall conflict with the terms of this Agreement, this Agreement shall govern and control. As to any matter contained in the Commitment Letter, and as to which no mention is made in this Agreement or the other Loan Documents, the Commitment Letter shall continue to be in effect and shall survive the execution of this Agreement and all other Loan Documents.