Definition of TCP Guaranty and Commitment


TCP Guaranty and Commitment means the Guaranty and Commitment of even date herewith entered into by TCP and Licensee Parent in favor of Licensee and TDSF, pursuant to which TCP and Licensee Parent have jointly and severally guaranteed the obligations of Licensee under this Agreement and all other Contracts from time to time executed and/or delivered in connection herewith (including, without limitation, any applicable agreements between TDSF, Licensee and/or their respective Affiliates with respect to the provision of certain administrative, distribution and/or information technology services on a transitional basis and/or the operation of the Disney Retained Stores) and committed to invest certain funds in Licensee to support such obligations and Licensees operation of the Facilities and the Internet Store hereunder.
Sample 1 Sample 2

Examples of TCP Guaranty and Commitment in a sentence

All necessary action on the part of each of USA Purchaser and Canadian Purchaser and each of its respective Affiliates, as applicable, has been duly and validly taken to authorize the execution, delivery and performance of this Agreement, the Related Agreements, the Acquisition Agreement Guarantee, the TCP Guaranty and Commitment, and any other agreements and instruments to be executed and delivered by it in connection herewith.
Without the prior written approval of TDSF in its sole discretion, neither Licensee Parent nor Canadian Parent shall under any circumstances issue any debt Securities, incur any Indebtedness, guarantee or otherwise be or agree to be liable for any Indebtedness of any Person or otherwise incur or suffer to exist any material liabilities of any kind, other than Licensee Parents obligations under the TCP Guaranty and Commitment.
DEI and Seller shall have received the License and Conduct of Business Agreement, the TCP Guaranty and Commitment and the TCP Intercompany Services Agreement, each duly executed by the Company, TCP, Buyer or the Affiliates of Buyer who are parties thereto (including, in the case of the TCP Guaranty and Commitment, those Affiliates of Buyer who become Obligors).
Buyer shall have delivered to DEI and Seller evidence satisfactory to DEI and Seller in their respective business judgment that, on the Closing Date, immediately following the consummation of the Membership Unit Acquisition and the Share Acquisition, Buyer or TCP will be in a position to make a Fifty Million Dollar ($50,000,000) investment of equity capital in TDS USA in the form of cash or cash equivalents pursuant to Section 7.13 of this Agreement and as contemplated by the TCP Guaranty and Commitment.
On the Closing Date, immediately following the consummation of the Membership Unit Acquisition and the Share Acquisition, Buyer shall, or shall cause TCP to, invest Fifty Million Dollars ($50,000,000) of equity capital in TDS USA in the form of cash or cash equivalents, representing the first half of the commitment of One Hundred Million Dollars ($100,000,000) contemplated by the TCP Guaranty and Commitment.