WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - Viela Bio, Inc. - EX-99. One of the best Homeowner Association, Home Services business at 390 Greenwich St, New York NY, 10013 United This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation and is effective for each of us and the Lenders. WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . Citigroup. It is a systemically important financial institution and is on the list of systemically important banks that are too big to fail. It is one of the nine global investment banks in the Bulge Bracket . You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless such settlement (i)includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii)does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person. and the requirements of 31 C.F.R. WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. Learn more today. WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . Update This Record. (A)(1)(VI) - Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock VIELA BIO, INC. $53.00 net per Share Pursuant to the Offer to Purchase dated February 12, 2021 TEIRIPIC MERGER SUB, INC., a direct wholly owned subsidiary of HORIZON THERAPEU, EX-99. 1911 Greenwich St has rental units ranging from 600-750 sq ft . L. 107-56 (signed into law October26, 2001)) (the ?PATRIOT Act?) Citi, MSSF and JPM will act as lead arrangers and bookrunners for the Incremental Term Loan Facility (each a ? This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto (such consent not to be unreasonably withheld or delayed) (and any attempted assignment without such consent shall be null and void). WebCitigroup Global Markets Inc performs a wide assortment of services, including financial planning services, portfolio management for individuals and small businesses, portfolio management for institutional clients, pension consulting services, selection of other advisers, publication of newsletters, security rating services and other services. Subject to the limitations set forth in Section3 above, the Commitment Parties reserve the right to employ the services of their affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, the Commitment Parties hereunder. In arranging and syndicating the Incremental Term Loan Facility, each of the Commitment Parties will be entitled to use and rely primarily on the Information and the Projections contained in the Information Memorandum without responsibility for independent verification thereof. ; the Incremental Term Loan Facility, together with the facilities under the Credit Agreement, the ?Senior Secured Credit Facilities?) Same as set forth in the Credit Agreement, except that a ?soft call? Sharing of Information, Absence of Fiduciary Relationships, Affiliate Activities. 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 and (b)notwithstanding the Lead Arrangers? WebCiti Markets provides world-class products and financing solutions for corporations, governments, and institutional and retail investors through our dominant underwriting, WebCitigroup Global Markets Inc may attempt to influence state statutes and administrative rules related to all areas of state finance, including financing of pension and WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. 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?) You acknowledge that, in such capacity, each Buy Side Advisor may advise Parent or such subsidiary in other manners adverse to the interests of the parties hereto. Notwithstanding any other provision of this Commitment Letter, (i)no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct 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 final and non-appealable judgment of a court of competent jurisdiction and (ii)without in any way limiting the indemnification obligations set forth above, none of Parent, the Company or any of their respective subsidiaries (or any of their respective affiliates, directors, officers, employees, representatives and agents), us or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Incremental Term Loan Facility and the use of proceeds thereunder), or with respect to any activities related to the Incremental Term Loan Facility, including the preparation of this Commitment Letter, the Fee Letter and the Credit Facilities Documentation. 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CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 filed by Amc Entertainment Inc on March 4th, 2016 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? 8. and each Lender that is not a Public Sider, a ?Private Sider?). 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. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of each Buy Side Advisor and/or its affiliates? The agent name of this company is: C T CORPORATION SYSTEM , and company's status is listed 390 GREENWICH STREET, NEW YORK, NY 10013 equity (deficit) of Parent and its subsidiaries as of and for the fiscal years ended December31, 2017, December31, 2018 and December31, 2019 and for each subsequent fiscal year ended at least 90 days prior to the Closing Date (it being understood that the Lead Arrangers acknowledge receipt of such audited financial statements for the fiscal years ended December31, 2017, December31, 2018 and December31, 2019) and (iv)the unaudited condensed consolidated balance sheet and the related condensed consolidated statements of comprehensive income (loss) and cash flows of Parent and its. 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 . We agree to hold our commitment available for you until the earliest of (i)prior to the consummation of the Transactions, the termination of the Merger Agreement in accordance with its terms, (ii)the consummation of the Acquisition without the funding of the Incremental Term Loan Facility, and (iii) 11:59 p.m., New York City time, on July30, 2021 (such earliest time, the ?Expiration Date?). Lenders (i.e. While 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. Are you an advisor? Have questions about the site? For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding on you, the Company or your or its respective affiliates; provided that you agree to (i)to the extent such information is material, use commercially reasonable efforts to obtain waivers and to otherwise provide such information in a manner that does not violate such obligations and (ii)notify us as to the existence of any material information that is not being provided under this sentence. WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. (AS DEFINED IN THE MERGER AGREEMENT) (AND WHETHER OR NOT A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED AND IS CONTINUING), (B) THE DETERMINATION OF THE ACCURACY OF ANY SPECIFIED MERGER AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU AND ANY OF YOUR AFFILIATES HAVE THE RIGHT TO TERMINATE YOUR AND ITS OBLIGATIONS THEREUNDER OR TO DECLINE TO CONSUMMATE THE ACQUISITION AND (C)THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT SHALL, IN EACH CASE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW (AS DEFINED IN THE MERGER AGREEMENT) PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters listed in Schedule I to the Agreement as a new tranche of term loans pursuant to the Credit Agreement, in either such case in an aggregate principal amount of $1,300million. Notwithstanding anything to the contrary contained in this Commitment Letter, each Commitment Party agrees that for a period of six months following the Original Signing Date, such Commitment Party and its affiliates will not provide or arrange for any other person any new financing that, to such Commitment Party?s or affiliate?s knowledge, will be used to fund the acquisition of the Company. ?signed,? 2021-08-23 - 2021-08-29 Addition of officer JONATHAN LEACH, director. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. You agree that you will not claim that the Commitment Parties or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to you or your affiliates, in connection with such transaction or the process leading thereto. arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates? advisor. Are you an advisor? WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. You also agree that the Lead Arrangers and their affiliates and each of 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, and including, without limitation, the Lead Arrangers, an ?Arranger-Related Person?) Open doors with marketers, their agencies and the technologies they work with by leveraging Winmos industry-leading sales intelligence database. or ?tif?) Horizon Therapeutics plc (the ?Parent?) ?execute,? Business. 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. Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. In December 2007, 388 Greenwich Street and 390 Greenwich Street were sold by Citigroup in order to reduce real estate exposure on its balance sheet. ?executed,? performance by them or their affiliates of services for other persons, and none of the Commitment Parties or their affiliates will furnish any such information to other persons, except to the extent permitted below. Name: Rommel Celleri. As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. (A)(1)(III) - Form of Notice of Guaranteed Delivery, EX-99. in their practice that could influence their ability to advise clients, theyre required to disclose and (ii)Citibank, N.A. The Administrative Agents and the Lead Arrangers shall have received at least three (3)business days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10)business days prior to the Closing Date by the Administrative Agents or the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable ?know your customer? or the ?Commitment Parties?) The Commitment Parties and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent any Commitment Party and their affiliates from disclosing any such information (a)pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the advice of counsel (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing to you, the Company or any of your or its respective affiliates (including those set forth in this paragraph), (d) to the extent that such information is received by such Commitment Party or any of its affiliates from a third party that is not, to such Commitment Party?s or affiliate?s knowledge, as applicable, subject to any contractual or fiduciary confidentiality obligations owing to you, the Company or any of your or its respective affiliates or related parties, (e)to the extent that such information is independently developed by the Commitment Parties or any of their affiliates, (f)to such Commitment Party?s affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (g)to potential or prospective Lenders, participants or assignees and to any direct or indirect contractual counterparty to any swap or derivative transaction relating to you or any of your subsidiaries, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, or (h)for purposes of enforcing its rights hereunder and in the Fee Letter in any legal proceedings and for purposes of establishing a defense in any legal proceedings.
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