Special Payment Financing definition

Special Payment Financing has the meaning set forth in the Merger Agreement.
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Special Payment Financing has the meaning set forth in Section 7.18(a).
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Examples of Special Payment Financing in a sentence

  • The Company and Verizon shall use all commercially reasonable efforts to finalize all documentation with respect to the Special Payment Financing.

  • The Spinco Estimated Closing Balance Sheet and Spinco Estimated Closing Statement (x) shall be prepared in accordance with the Applicable Accounting Principles and (y) shall not give effect to the Special Payment to IP contemplated by Section 2.6, the Distribution and/or the Special Payment Financing.

  • The Company agrees to discuss and consider from time to time, at the request of Verizon, the possibility of causing Spinco to incur a portion of the Special Payment Financing in advance of the Closing, it being understood that the Company shall be under no obligation to do so.

  • Verizon shall use all commercially reasonable efforts to cause Ernst & Young LLP to participate in the preparation of any pro forma financial statements necessary or desirable for inclusion in, or incorporation by reference into, the Registration Statements and for use in connection with the Special Payment Financing and/or the Debt Exchange (if Verizon elects to consummate the Debt Exchange).

  • The Spinco Closing Balance Sheet and the Spinco Closing Statement (x) shall be prepared in accordance with the Applicable Accounting Principles and (y) shall not give effect to the Special Payment to IP contemplated by Section 2.6, the Distribution and/or the Special Payment Financing.

  • The Company shall use all commercially reasonable efforts to cause KPMG LLP to participate in the preparation of any pro forma financial statements necessary or desirable for inclusion in, or incorporation by reference into, the Registration Statements and for use in connection with the Special Payment Financing and/or the Debt Exchange (if Verizon elects to consummate the Debt Exchange).

  • From time to time following the date hereof, Verizon and the Company shall meet to discuss strategy and timing for seeking proposals from reputable lenders and/or underwriters to provide, arrange and/or underwrite the Special Payment Financing, which financing may be negotiated, drawn down and/or issued in one or more tranches.

  • If elected, the parties shall cooperate in seeking to improve the proposed terms of the Special Payment Financing and, if applicable, the Spinco Securities during such deferral period.

  • The rights and obligations of the Parties in respect of pursuing and obtaining the Special Payment Financing are set forth in the Merger Agreement, and no additional rights or obligations shall be deemed to arise under this Agreement in connection therewith.

Related to Special Payment Financing

  • Special Payment Means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or Collateral (as defined in each Indenture).

  • Special Payment Date means each Distribution Date with respect to the Early Amortization Period.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 64.50% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).