Contingent Commitment Sample Clauses

A Contingent Commitment clause establishes that a party’s obligation to perform under a contract is dependent on the occurrence of certain specified events or conditions. In practice, this means that a party is only required to fulfill their duties—such as making a payment, delivering goods, or providing services—if and when the agreed-upon conditions are met, such as regulatory approval or third-party consent. This clause is essential for managing risk and uncertainty, as it ensures that parties are not bound to perform unless the necessary prerequisites are satisfied, thereby protecting them from unforeseen circumstances that could make performance impractical or undesirable.
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Contingent Commitment. Lender agrees to use commercially reasonable efforts to make additional Advances under the Loan in the amount of its Contingent Commitment set forth on Exhibit B. The Contingent Commitment (or any portion thereof secured by Lender) shall be made available upon Lender entering into one or more Participation Agreements (excluding those executed on or within seven (7) days following the date of this Agreement) with participants willing to provide the amount of the Contingent Commitment. In the event Lender does not enter into Participation Agreements sufficient to fund the Contingent Commitment before Borrower expends $18,690,190 in Equity, Borrower shall contribute such additional Equity as necessary to satisfy the unfunded portion of the Contingent Commitment prior to Lender's initial Advance under the Loan. The Commitment shall include that portion of the Contingent Commitment for which Lender is able to execute Participation Agreements.
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Contingent Commitment. In providing funding for the ESWA: (i) In its discretion, FTA may include a commitment, contingent on amounts made available under a later-enacted law, to obligate an additional amount from future available budget authority to support the costs of the Recipient’s ESWA; and (ii) If FTA does make a commitment to provide funding contingent on future amounts to be specified in law, that commitment is not an obligation of the Federal Government.
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Contingent Commitment. Capital Farm Credit, ACA has a DDTL Contingent Commitment equal to $75,000,000.00 and is the sole Lender with a DDTL Contingent Commitment. Such DDTL Contingent Commitment does not represent a binding commitment by Capital Farm Credit, ACA as of the Second Amendment Effective Date and is subject to the conditions and approvals described in the Credit Agreement, as amended by the Second Amendment to Credit Agreement. The Total Credit Exposure Percentages listed above are calculated net of the DDTL Contingent Commitment. If and when the DDTL Facility becomes effective in accordance with the terms set forth in the Credit Agreement, the Lenders’ respective Total Credit Exposures and resulting percentages will automatically adjust to account for same. 42297156v.8
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Contingent Commitment. Notwithstanding any other provisions of this Agreement, in the event that (l) Lender is unable to procure or receive funding from its customary and usual sources, whether by virtue of a default by Lender under its financing arrangements, the inability or unwillingness of a financial institution to extend credit to Lender, or a disruption in the lending or repurchase market for warehouse loans, mortgage loans or mortgage-backed securities, or (2) any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof, or any circumstance affecting the London inter bank market or the repurchase market for mortgage loans or mortgage-backed securities, shall make it unlawful or impractical for Lender to make or maintain Loans as contemplated by this Agreement, then in any such case: (i) any commitment by Lender hereunder to make or maintain Loans as contemplated by this Agreement shall forthwith be terminated, and (ii) Lender's Loans then outstanding shall be due and payable upon the earlier of (x) the date required by any financial institution providing funds to Lender, (y) sale of the Collateral of the Borrower securing such Loans in accordance with the terms of this Agreement and (z) the date as of which Lender determines that so making or maintaining such Loans is infeasible or impractical, in view of Lender's other business requirements and funding priorities. The provisions hereof shall survive the termination of this Agreement and payment of all other Obligations.
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Contingent Commitment. (a) From and after the Closing Date until the earliest to occur of (i) the end of the sixth year following the Closing Date, (ii) a Liquidating Event that results in a change of control of the Company (other than an initial public offering with respect to the Company or any successor to the Company) or (iii) a Separation Event, Subscriber will make capital commitments to each new alternative investment fund sponsored by the Company (an “Alternate Fund”), and the Company shall cause such capital commitments to be accepted, subject to the following and the other provisions of this Section 2.2: (i) Such Alternate Fund shall target one or more of the following strategies: (1) international private equity focusing on growth and technology sectors, (2) venture capital, (3) mezzanine debt investments in growth companies and (4) a secondary private equity fund or fund-of-funds that focus on the Company’s core competencies and relationships and/or are expected to benefit the Company’s other business activities (for example, an internet technology fund-of-funds). (ii) Such Alternate Fund shall have at least $75,000,000 of committed capital (including Subscriber’s commitment), a majority of which (excluding Subscriber’s commitment) must be committed by Qualified Institutional Investors. (iii) Such Alternate Fund shall not compete with Subscriber’s Alternative Investment Management Program, provided that an Alternate Fund with investment objectives directed at one or more of the targeted sectors on which the Company is focused (i.e., technology, business services, media and communications, consumer related businesses and health care services) will be deemed not to so compete. (iv) The fees, carried interest, and other terms and conditions for such Alternate Fund applicable to Subscriber shall be the same as those applicable to the other Qualified Institutional Investors who have committed to invest or who have invested in such Alternate Fund, and such terms and conditions are “market” from the point of view of large institutions, including governmental institutions, experienced in making similar private equity investments. Subscriber shall have the right to review such terms and conditions and, to the extent Subscriber disputes whether such conditions are “market”, Subscriber and the Company shall negotiate in good faith to achieve a mutually acceptable resolution of the dispute. If Subscriber and the Company are unable to resolve the dispute by mutual agreement they ...
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Related to Contingent Commitment

  • Investment Commitment The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive.

  • Incremental Commitments (1) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.

  • L/C Commitment (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstances.

  • Additional Commitments The Parties may negotiate commitments with respect to measures affecting trade in services not subject to scheduling under Article 106 (National Treatment) or Article 107 (Market Access), including those regarding qualifications, standards or licensing matters. Such commitments shall be inscribed in a Party's Schedule.

  • No Commitment None of the provisions of this Agreement shall be deemed or construed to constitute or imply any commitment or obligation on the part of the Senior Lender to make any future loans or other extensions of credit or financial accommodations to the Borrower.