Financing Matters definition

Financing Matters in Schedule A hereto with the goal of obtaining such a letter within 10 days after the date hereof and the parties will seek to enter into a definitive agreement with the goal of entering into such definitive agreement within 30 days after the date hereof. This nonbinding letter of intent is not, and your acceptance hereunder does not constitute, an agreement to consummate the MSG Sale Transaction or any agreement to enter into a formal contract with respect to such transaction. It is understood that this letter is merely a nonbinding statement of intent with respect to the MSG Sale Transaction and, while the parties agree in principle to the contents hereof and in Schedule A hereto as they relate to the MSG Sale Transaction, this nonbinding letter of intent shall not create any legal obligations between the parties hereto or their affiliates with respect to the MSG Sale Transaction. Accordingly, this letter of intent does not constitute a binding agreement nor does it constitute an agreement to enter into an agreement and the terms hereof are subject to the execution and delivery of a formal definitive agreement and receipt of all corporate approvals. Such formal definitive agreement shall be in form and content satisfactory to all parties. Nothing in this nonbinding letter of intent shall have any effect whatsoever on the rights and obligations of the parties hereto or their affiliates under any agreement between them or any of their affiliates or be given any effect in the interpretation of any such agreement. This nonbinding letter of intent shall be governed in all respects by New York law (without regard to conflicts of laws principles). Very truly yours, ITT MSG INC. by /s/XXXXXX X. XXXXXX ------------------- Name: Xxxxxx X. Xxxxxx Title: President ITT EDEN CORP. by /s/ XXXXXX X. XXXXXX -------------------- Name: Xxxxxx X. Xxxxxx Title: President Accepted and agreed as of the date first written above: RAINBOW GARDEN CORP. by /s/ XXXX XXXXXXXXXX ------------------- Name: Xxxx Xxxxxxxxxx Title: Vice Chairman GARDEN L.P. HOLDING CORP. by /s/ XXXX XXXXXXXXXX ------------------- Name: Xxxx Xxxxxxxxxx Title: Vice Chairman SCHEDULE A TERM SHEET ----------
Sample 1
Financing Matters. Rainbow Entities (as defined in the nonbinding letter of intent) will deliver to ITT MSG Inc. and ITT Eden Corp. (collectively, "ITT") within ten days after the date hereof a letter from one or more financial institutions, reasonably acceptable to ITT, committing on a firm basis to provide funds to the Rainbow Entities and/or MSG in an amount sufficient to purchase or redeem, as applicable, ITT's interest in MSG, as provided for below, on the first closing. The terms of such commitment letter, which shall be structured as a long form letter, shall be reasonably acceptable to ITT. First Closing; $500 million, payable in cash, for 77% Tag-Along: of ITT's interest in MSG (i.e., 38.5% of MSG in the aggregate), including all of ITT's interest in the stock of MSG Eden Corporation. The parties will use all reasonable efforts to cause the first closing to occur on or before June 1, 1997. If the transaction does not close by August 1, 1997, because of a failure to obtain NHL approvals, NBA approvals or HSR clearance either ITT or the Rainbow Entities will have the right to terminate the agreement (unless the relevant failure results from a breach by such party). If any of the closings are structured as a redemption, the percentages, but not the amounts paid, shall be appropriately adjusted to give effect thereto to achieve the contemplated economics. ITT will have tag-along rights in respect of its remaining interest in MSG held at any time after the first closing in any private sale transaction of any "direct or indirect interest" in MSG. (The meaning of "direct or indirect interest" or similar terms as used
Sample 1
Financing Matters shall have the meaning set forth in Section 7.16 hereof;
Sample 1

Examples of Financing Matters in a sentence

  • No Lender Party shall be liable to the Guarantor or any of its Affiliates for any action taken or not taken by such Lender Party in connection with any of the Financing Matters; provided, that, for the avoidance of doubt, the foregoing sentence shall not, in and of itself, operate as a waiver of defenses by the Guarantor to enforcement of this Agreement.

  • Other Investing and Financing Matters: Consumers has an agreement permitting the sale of certain accounts receivable for up to $500 million.

  • See "Certain Matters Regarding New NTL -- Certain Financing Matters -- The New NTL Exit Facility." The terms and conditions of the New NTL Exit Facility have not been finalized and remain subject to negotiation.

  • Anderson Re: Assignment and Financing Matters Dear Ladies and Gentlemen, INTREPID AVIATION GROUP, LLC (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Airbus A330-200 Freighter Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.

  • For information on matters relating to events of default under the Credit Facilities, see "Certain Matters Regarding New NTL -- Certain Financing Matters -- Senior Credit Facility," "Certain Matters Regarding New NTL -- Certain Financing Matters -- Working Capital Facility," and "Certain Matters Regarding Euroco -- Certain Financing Matters." On December 31, 2001, February 15, 2002, and March 31, 2002, NTL Inc.

  • Debt Financing Matters 87 EXHIBITS Exhibit A Transaction Accounting Principles Exhibit B Illustrative Calculation of Working Capital Exhibit C Form of Transition Services Agreement Exhibit D Forms of Local Transfer Agreements D-1 – Avient Puerto Rico, LLC D-2 – Avient de Mexico Distribution, S.

  • Insolvency Proceedings 26 5.1 Filing of Motions 26 5.2 Financing Matters 27 5.3 Relief From the Automatic Stay 28 5.4 Adequate Protection 29 5.5 Avoidance Issues 30 5.6 Asset Dispositions in an Insolvency Proceeding 31 5.7 Separate Grants of Security and Separate Classification 32 5.8 Plans of Reorganization 32 5.9 Other Matters 33 5.10 No Waiver of Rights of First Priority Secured Parties 33 5.11 Effectiveness in Insolvency Proceedings 33 SECTION 6.

  • Gives effect to the amended maturity date specified in the Financing Matters Agreement.Each series of Existing T-Mobile Unsecured Notes was issued pursuant to an indenture (the “Existing T-Mobile Unsecured Notes Indenture”), dated as of April 28, 2013, among T-Mobile USA, Parent, the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

  • For information on matters relating to events of default under the Credit Facilities, see "Certain Matters Regarding New NTL -- Certain Financing Matters -- Senior Credit Facility," "Certain Matters Regarding New NTL -- Certain Financing Matters -- Working Capital Facility," and "Certain Matters Regarding Euroco -- Certain Financing Matters -- Cablecom Credit Facility." On December 31, 2001, February 15, 2002, and March 31, 2002, NTL Inc.

  • The Borrower hereby covenants and agrees that all the provisions, covenants, stipulations, conditions, undertakings and agreements contained in the Loan Agreement shall unless repugnant to any of the provisions contained herein, be read as forming part of this Debenture and shall be applicable with full force and effect as if the same were set out hereunder.

Related to Financing Matters

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Debt Financing.

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.

  • Refinancing Conditions the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Default or Event of Default exists.

  • Refinancing Transactions means the issuance and sale of the Notes pursuant to the Offering Memorandum, the incurrence of indebtedness on or about the Issue Date pursuant to any Credit Agreement and/or the repricing, refinancing, amendment, restatement or supplement, in whole or in part, of any Credit Agreement and the redemption (including any satisfaction and discharge in connection therewith) of all of the Company’s outstanding 7.875% Senior Notes due 2019 and the payment of fees and expenses in connection therewith.

  • Financing Arrangements means the arrangements between the Borrower and the State as per current policy of the Borrower, and acceptable to ADB;

  • Refinancing Documents means each of the agreements, documents and instruments entered into in connection with the Refinancing.

  • Refinancing Facility Agreement means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Agent, among Holdings, the Borrower, each Subsidiary of the Borrower party to this Agreement, the Agent and one or more Refinancing Lenders, establishing Refinancing Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.26.

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Refinancing Agreement as defined in Subsection 8.3(c).

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Financing Costs means for each calendar day the product of:

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Existing Credit Agreements has the meaning set forth in the recitals hereto.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

  • Debt Financing has the meaning set forth in Section 5.7.

  • Financing Agreements means, collectively, this Agreement and all notes, guarantees, security agreements and other agreements, documents and instruments now or at any time hereafter executed and/or delivered by Borrower or any Obligor in connection with this Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Additional First Lien Documents means, with respect to any Series of Additional First Lien Obligations, the notes, credit agreements, indentures, security documents and other operative agreements evidencing or governing such Indebtedness, and each other agreement entered into for the purpose of securing any Series of Additional First Lien Obligations.