Release from Commitments Sample Clauses

The 'Release from Commitments' clause serves to formally discharge one or more parties from their obligations under an agreement. In practice, this clause specifies the conditions or events—such as fulfillment of certain duties, payment, or mutual consent—under which commitments are considered satisfied and no longer binding. By clearly outlining when and how parties are released from their contractual responsibilities, this clause helps prevent future disputes and ensures that all parties understand when their obligations have ended.
Release from Commitments. If the SEC issues an order granting the exemptive relief necessary for TCW Direct Lending LLC (the “Prior Fund”) to implement the Spin-Off contemplated in Section 10.5 of the Second Amended and Restated Limited Liability Company Agreement of the Prior Fund, as it may be further amended and restated from time to time (the “Prior Fund LLC Agreement”), then during the period between the Initial Closing Date and the end of the Closing Period (the “Roll-over Period”), (a) any holder of limited liability company units of the Prior Fund (“Prior Fund Units”) that enters into a Subscription Agreement for the purchase of Common Units (a “Participating Prior Fund Investor”) and that exchanges one or more Prior Fund Units for shares of common stock in the Permanent Capital Fund (as such term is defined in the Prior Fund LLC Agreement) pursuant to Section 10.5 of the Prior Fund LLC Agreement and (b) any other Common Unitholder (a “Participating Other Investor”) that purchases shares of common stock in the Permanent Capital Fund (as such term is defined in the Prior Fund LLC Agreement) may, at the election of such Participating Prior Fund Investor or Participating Other Investor and prior to the expiration of the Roll-over Period, seek to be relieved of all or part of such Common Unitholder’s Commitment to the extent set forth below by requesting that the Company repurchase one or more of the Common Units subscribed for by such Participating Prior Fund Investor or Participating Other Investor (such Common Units, “Roll-over Units”), at an aggregate purchase price equal to (a) the Aggregate Contributions with respect to such Common Unitholder in respect of such Roll-over Units, reduced by (b) any distributions that represent return of capital or recouped principal amount of Portfolio Investments; provided, that the aggregate Undrawn Commitment attributable to Roll-over Units that may be repurchased by the Company from any Participating Prior Fund Investor or Participating Other Investor pursuant to this 6.1.7 will not exceed (x) in the case of a Participating Prior Fund Investor, the net asset value of the Prior Fund Units exchanged by such Participating Prior Fund Investor for shares of common stock in the Permanent Capital Fund (as such term is defined in the Prior Fund LLC Agreement) pursuant to Section 10.5 of the Prior Fund LLC Agreement, determined as of the date on which such Prior Fund Units were so exchanged or (y) in the case of a Participating Other Investor, t...
View SourceView Similar (3)

Related to Release from Commitments

  • Termination and Reduction of Revolving Commitments (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each partial reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the sum of the Aggregate Total Exposure would exceed the total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be applied to the Lenders in accordance with their respective Applicable Percentages. (d) If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess.

  • Termination of Commitment to Lend Each Lender’s obligation to lend the undisbursed portion of the Obligations shall terminate if, in such Lender’s sole discretion, there has been a Material Adverse Change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Administrative Agent prior to the execution of this Agreement.

  • Termination of Commitments Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

  • Termination of Commitment On the service of a notice under paragraph (a) of Clause 18.2, the Commitment and all other obligations of the Lender to the Borrower under this Agreement shall terminate.

  • Extension of Commitment Termination Date The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.