citigroup global markets inc 390 greenwich street

), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Lenders to identify the Borrower and the Guarantors in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Company and your and its respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. designation and shall appear on the top left and shall hold the leading role and responsibility customarily associated with such ?top left? How Do Treasury Dealers Manage Their Positions? will not have any liability for any losses, claims, damages, liabilities or related expenses except to the extent that they have resulted from (i)the willful misconduct, bad faith or gross negligence of such Arranger-Related Person, in each case who are involved in or aware of the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (ii)a material breach of the funding obligations of any Arranger-Related Person under this Commitment Letter, the Term Sheet, the Fee Letter or the Credit Facilities Documentation (as determined by a court of competent jurisdiction in a final and non-appealable decision). One of the best Homeowner Association, Home Services business at 390 Greenwich St, New York NY, 10013 United States. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. 388 GREENWICH STREET; NEW YORK; 10013; NY; UNITED STATES; Agent Name C T CORPORATION SYSTEM c/o Citigroup Global Markets Inc. 388 Greenwich Street . commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a)assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting Information and Projections) prior to the later of the Closing. New York, New Learn more today. This Commitment Letter amends, restates and supersedes in its entirety that certain commitment letter, dated as of January31, 2021 (such date, the ?Original Signing Date? ft. house located at 390 11th St, Montara, CA 94037 sold for $245,000 on Jun 24, 1988. Each of the Commitment Parties hereto acknowledges (i)the retention of such entities as a Buy Sider Advisor and (ii)that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of such entities or their affiliates. in their practice that could influence their ability to advise clients, theyre required to disclose Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (i.e., a ?pdf? ?signature? For the avoidance of doubt, compliance by you and/or your affiliates with the terms and conditions of this Commitment Letter (other than as set forth above in this Section6) is not a condition to the Initial Lenders? that may be brought or threatened by the Company, Parent, the Borrower, the Guarantors, any of their respective affiliates or any other person or entity and that may be incurred by or asserted against or involve any Indemnified Person (whether or not any Indemnified Person is a party to such Proceeding and whether or not the transactions contemplated hereby are consummated) as a result of or arising out of or in any way related to or resulting from the Acquisition, this Commitment Letter (including the Term Sheet), the Fee Letter, the Transactions or any related transaction contemplated hereby, the Incremental Term Loan Facility or any use of the proceeds thereof or, regardless of whether any such Indemnified Person is a party thereto, and to reimburse each such Indemnified Person upon demand for any reasonable and documented or invoiced out-of-pocket legal expenses of one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole, and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable jurisdiction to the affected Indemnified Persons, or other reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i)the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person?s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives, in each case who are involved in or aware of the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the funding obligations of such Indemnified Person or any of such Indemnified Person?s affiliates under this Commitment Letter, the Term Sheet, the Fee Letter or the Credit Facilities Documentation (as determined by a court of competent jurisdiction in a final and non-appealable decision), or (iii)disputes solely between and among Indemnified Persons to the extent such disputes do not arise from any act or omission of you or any of your affiliates (other than claims against an Indemnified Person acting in its capacity as an agent or arranger or similar role under the Incremental Term Loan Facility unless such claims arise from the gross negligence, bad faith or willful misconduct of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision)) and (y)to the extent that the Closing Date occurs, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable and documented or invoiced out-of-pocket expenses (including but not limited to expenses of each Commitment Party?s consultants? arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates? ; the Incremental Term Loan Facility, together with the facilities under the Credit Agreement, the ?Senior Secured Credit Facilities?) Please be advised that this site is not optimized for use with Microsoft Internet Explorer 6. CITIGROUP GLOBAL MARKETS INC. branch. WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - Viela Bio, Inc. - EX-99. Citigroup Global Markets Inc. (Citi or Firm) appreciates the opportunity to provide its views on structural changes in the U.S. Treasury market and their availability and funding of the Incremental Term Loan Facility is subject to conditions precedent), including the good faith negotiation of the Credit Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter and (ii)the Fee Letter is a legally valid and binding agreement of the parties thereto with respect to the subject matter set forth therein. All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached, including Exhibit A thereto. You may terminate this Commitment Letter and/or the Initial Lenders? and together with Citi and MSSF, ?we?, ?us? on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b)certain of the Lenders may be ?public side? (B)(2) - CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013, Title: Executive VP, Chief Financial Officer. Subject to the Certain Funds Provisions, the Commitment Parties shall be reasonably satisfied that the Borrower has complied with all other customary closing conditions, including without limitation: (i)the delivery of customary legal opinions, corporate records and documents from public officials, officer?s certificates and evidence of authority; (ii)grant and perfection of liens on the stock of the Company to secure the Loans free and clear of all liens, subject to liens permitted by the Credit Agreement; and (iii)delivery of a solvency certificate (certifying that, after giving effect to the Transactions, Parent and its Subsidiaries on a consolidated basis are solvent) in substantially the form of Exhibit C to the Credit Agreement. (A)(1)(II) - Form of Letter of Transmittal (including Internal Revenue Service Form W-9), EX-99. identified by the Lead Arrangers in consultation with you and reasonably acceptable to the Lead Arrangers and you (your consent not to be unreasonably withheld or delayed), and you agree to use commercially reasonable efforts to assist the Initial Lenders with the syndication of the Incremental Term Loan Facility; provided that (a)we agree not to syndicate our commitments to certain banks, financial institutions and other institutional lenders (or related funds of such institutional lenders clearly identifiable solely by similarity of name) identified to us by you in writing prior to the Original Signing Date (?Disqualified Lenders?) Visit Citigroup Global Markets Inc. (B)(2) - February 12, 2021 or the ?Borrower? commitments with respect to the Incremental Term Loan Facility (or portion thereof) hereunder at any time subject to the provisions of the preceding sentence. Webcitigroup mortgage loan trust inc - united states securities and exchange commission washington, d.c. 20549 form abs due diligence-15e certification of provider of third-party due diligence services for asset-backed securities - ex-99.1 - december 17, 2021 ; this amended and restated commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C, together with the amended and restated fee letter delivered in connection herewith (the ?Fee Letter? WebCiti Markets provides world-class products and financing solutions for corporations, governments, and institutional and retail investors through our dominant underwriting, Open doors with marketers, their agencies and the technologies they work with by leveraging Winmos industry-leading sales intelligence database. (?JPM? will continue to act as administrative agent and collateral agent under the Credit Agreement (the financial institution appointed in such capacity, the ?Administrative Agent?). entered into by and among Parent, Borrower, Teiripic Merger Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent, and the Company, Parent will, directly or indirectly, acquire all of the issued and outstanding equity interests of the Company (the ?Acquisition?) It is understood that in connection with your and the Company?s assistance described above, customary authorization letters will be included in any Information Materials that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Information Materials does not include any MNPI and exculpate (i)Parent, the Company and their respective subsidiaries with respect to any liability related to the misuse of the contents of the Information Materials or related offering and marketing materials by the recipients thereof and (ii)us and our affiliates with respect to any liability related to the use or misuse of the contents of the Information Materials or related offering and marketing materials by the recipients thereof. Attention: Liability Management Group (800) 828-3182 (toll free) (212) 902-518 ?signed,? Attention: Liability Management Group (800) 828-3182 (toll free) (212) Registered in AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, OR, PA, PR, RI, SC, SD, TN, TX, UT, VA, VI, VT, WA, WI, WV, WYWhile Citigroup Global Markets Inc is licensed to operate in 50 states, the District of Columbia, Puerto Rico and the Virgin Islands, licenses for individual advisors may vary. 388 Greenwich Street, New York, NY(212) 816-6000(212) 816-6000Website. Address: UNVERIFIED. those events to regulators. or the ?Commitment Parties?) Notwithstanding anything in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Credit Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i)the only representations the accuracy of which shall be a condition to the availability and funding of the Incremental Term Loan Facility on the Closing Date shall be (A)such of the representations made by the Company in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate its obligations under the Merger Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement (to such extent, the ?Specified Merger Agreement Representations?) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I)NOT MATERIAL AND (II)WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of each of the Commitment Parties hereunder and the agreement of the Lead Arrangers to provide the services described herein shall automatically terminate unless the Commitment Parties shall, in their discretion, agree to an extension in writing; provided that if you issue Alternative Notes, the proceeds of which are to be used to finance a portion of the Acquisition Costs, then on the date such Alternative Notes are issued (into escrow or otherwise), the commitments in respect of the Incremental Term Loan Facility shall automatically be reduced on a dollar for dollar basis by the amount of the gross proceeds from the issuance or incurrence of such Alternative Notes, which reduction in commitments shall reduce the commitments of each Initial Lender on a pro rata basis. (A)(1)(III) - Form of Notice of Guaranteed Delivery, EX-99. You also acknowledge that none of the Commitment Parties or their affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons. ), Horizon Therapeutics plc (?Parent? The Borrower will obtain senior secured first lien incremental term loans on the terms described on Exhibit B to the Commitment Letter (the ?Incremental Term Loan Facility? All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, solely with respect to expenses to the extent invoiced at least three (3)business days prior to the Closing Date, shall, upon the initial borrowing under the Incremental Term Loan Facility, have been paid (which amounts may be offset against the proceeds of the Incremental Term Loan Facility). As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . Citigroup was established as a corporation incorporated in CITIGROUP GLOBAL MARKETS HOLDINGS INC. /s/ Rommel Celleri. The Registered Agent on file for this company is C T Corporation System and is located at 1015 15th St Nw Suite 1000, Washington, DC 20005. 4 GMTN Clearing Summary of Principal Terms and Conditions1. Millions Export Year Current 2021 2020 2019 2018 Citigroup Inc.Citigroup is a global financial services company doing business in more than 100 countries and jurisdictions . As set forth in Exhibit A to the Commitment Letter. Name: Rommel Celleri. lender Citigroup notes The owner secured a loan of $55 million for the Greenwich Village property. and (f)at any time prior to the Syndication Date, there being no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of Parent, the Company or any of their respective subsidiaries being offered, placed or arranged (other than any indebtedness of the Company or any of its subsidiaries permitted to be incurred pursuant to the Merger Agreement) without the consent of the Lead Arrangers, if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Incremental Term Loan Facility (it being understood that any offering of debt securities by investment banks reasonably acceptable to Lead Arrangers who hold (or whose affiliates hold), in the aggregate, a majority of the commitments in respect of the Incremental Term Loan Facility issued for the purpose of financing the Acquisition (such other debt securities, ?Alternative Notes?) and their affiliates?, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the definitive documentation relating to the Incremental Term Loan Facility upon the initial funding thereunder. Find Reviews, Ratings, Directions, Business Hours, Contact Information and book online appointment. ), directly or indirectly, of all of the capital stock of an entity previously identified to us by you as ?Venus? WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and Insurance. of up to $1,300million in principal amount. If there are no advisors then the widget is hidden. Japan may finally be emerging from its decade-long malaise, while economic growth in China continues at a The Lead Arrangers shall have received copies of (i)the audited consolidated balance sheet and the related audited consolidated statements of operations and comprehensive loss, cash flows and shareholders? agree (x)to indemnify and hold harmless each Commitment Party, their respective affiliates and the respective officers, directors, employees, agents, advisors and other representatives and the successors and assigns of each of the foregoing (each, an ?Indemnified Person? and (ii)Citibank, N.A. WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - Viela Bio, Inc. - EX-99. ), the subsidiary guarantors party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and collateral agent, in connection with the acquisition (the ?Acquisition? CEO Jane Fraser and the senior leadership team shared perspectives and key datapoints about Citis path forward. In connection with the Transactions, (i)Citi is pleased to advise you of its several but not joint commitment to provide 40% principal amount of the Incremental Term Loan Facility, (ii)MSSF is pleased to advise you of its several but not joint commitment to provide 40% principal amount of the Incremental Term Loan Facility and (iii)JPM is pleased to advise you of its several but not joint commitment to provide 20% principal amount of the Incremental Term Loan Facility, in each case, subject only to the satisfaction of the conditions set forth in Section6 below. New York, New York 10013 . The proceeds of borrowings under the Incremental Term Loan Facility shall be used by the Borrower on the Closing Date, together with cash on hand of Parent and its subsidiaries, to pay the Acquisition Costs. Find and update your U.S. News Advisor Profile, Investment Adviser Public Disclosure database, Merrill Lynch, Pierce, Fenner & Smith Inc, California Do Not Sell My Personal Information Request. Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. The Closing Date shall not occur prior to March8, 2021. advisors may be frivolous. The company s history dates back to the founding of ), you agree to actively assist the Lead Arrangers in seeking to complete a timely syndication that is reasonably satisfactory to us and you. The Registered Agent on file for this company is C T Corporation System and is located at 1015 15th St Nw Suite 1000, Washington, DC 20005. 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