Notice of Optional Prepayments Clause Samples

Notice of Optional Prepayments. 3 Section 2.4.

Notice of Optional Prepayments. The Company will give notice of any prepayment of the Notes pursuant to §2.2 to each Holder thereof not less than 30 days nor more than 60 days before the date fixed for such optional prepayment specifying (i) such date, (ii) the principal amount and the Holder’s Notes to be prepaid on such date, (iii) that a Premium may be payable, (iv) the date when such Premium will be calculated, (v) the estimated Premium and (vi) the accrued interest applicable to the prepayment. Notice of prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with accrued interest thereon and the Premium, if any, payable with respect thereto shall become due and payable on the prepayment date specified in said notice. Not later than two Business Days prior to the prepayment date specified in such notice, the Company shall provide each Holder of a Note written notice of the Premium, if any, payable in connection with such prepayment and, whether or not any Premium is payable, a reasonably detailed computation of the Make-Whole Amount (which calculation shall be reasonably satisfactory to each Holder of the Notes to be prepaid).

Notice of Optional Prepayments. The Company will give notice of any prepayment of the Notes pursuant to SS.

Notice of Optional Prepayments. Section 2.4.Application of Prepayments Section ▇.▇.▇▇▇▇▇▇ Payment Section 2.6.Payments Due on Non-Business Days Section 3.

Notice of Optional Prepayments. 5 Section 2.5. Application of Prepayments...............................6 Section 2.6. Direct Payment...........................................6 SECTION 3. REPRESENTATIONS..........................................6 Section 3.1. Representations of the Company...........................6 Section 3.2. Representations of the Purchaser.........................7

Notice of Optional Prepayments. The Company shall give each holder of Notes to be prepaid under this Section 8.2 (with a copy to each other holder of Notes) written notice of each optional prepayment of Notes under this Section 8.2 not less than five business days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid.

Notice of Optional Prepayments. 4 Section 2.5. Application of Prepayments 4 Section 2.6. Direct Payment 5 Section 3. Representations 5 Section 3.1. Representations of the Company 5 Section 3.2. Representations of the Purchaser 5 Section 4. Closing Conditions 7 Section 4.1. Conditions 7 Section 4.2. Waiver of Conditions 9 Section 5. Company Covenants 9 Section 5.1. Corporate Existence, Etc 9 Section 5.2. Insurance 9 Section 5.3. Taxes, Claims for Labor and Materials; Compliance with Laws 9 Section 5.4. Maintenance, Etc 10 Section 5.5. Nature of Business 10 Section 5.6. Consolidated Net Worth 10 Section 5.7. Limitations on Indebtedness 10 Section 5.8. Limitation on Liens 11 Section 5.9. Limitation on Sale and Leasebacks 13 Section 5.10. Restricted Payments 13 Section 5.11. Mergers, Consolidations and Sales of Assets 14 Section 5.12. Repurchase of Notes 17 Section 5.13. Transactions with Affiliates 17 Section 5.14. Withdrawal from Multiemployer Plans and Termination of Pension Plans 17 Section 5.15. Reports and Rights of Inspection 18 Section 5.16. ERISA Disclosure 22 Section 6. Events of Default and Remedies Therefor 22 Section 6.1. Events of Default 22 Section 6.2. Notice to Holders 23 Section 6.3. Acceleration of Maturities 23 Section 6.4. Rescission of Acceleration 24 Section 7. Amendments, Waivers and Consents 25 Section 7.1. Consent Required 25 Section 7.2. Solicitation of Holders 25 Section 7.3. Effect of Amendment or Waiver 25 Section 8. Interpretation of Agreement; Definitions 25 Section 8.1. Definitions 25 Section 8.2. Accounting Principles 35 Section 8.3. Directly or Indirectly 35 Section 9. Miscellaneous 35 Section 9.1. Registered Notes 35 Section 9.2. Exchange of Notes 35 Section 9.3. Loss, Theft, Etc. of Notes 36 Section 9.4. Expenses, Stamp Tax Indemnity 36 Section 9.5.

Notice of Optional Prepayments. (a) The Company will give written notice of any prepayment of the Notes pursuant to (S)2.2 to each holder thereof not less than 30 days nor more than 60 days before the date fixed for such optional prepayment specifying (1) such date fixed for prepayment, (2) the principal amount of the holder's Notes to be prepaid on such date, (3) the accrued interest applicable to the prepayment, (4) whether a Prepayment Compensation Amount is payable or, if the Company claims that no Prepayment Compensation Amount is then due in respect of such prepayment by virtue of the provisions of (S)2.2(b), a statement to such effect, together with a reasonably detailed computation of the Realizable IRR or Realized IRR, as applicable, by the Company, calculated with respect to the specified prepayment date and (5) if a computation of the Realizable IRR or Realized IRR is included in such notice, a statement that, pursuant to (S)2.3(b), any holder of the Notes disagreeing with such computation must provide written notice of such disagreement to the Company within 15 days of such holder's receipt of the Company's notice. Notice of optional prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with accrued interest thereon and the Prepayment Compensation Amount, if any, payable with respect thereto shall become due and payable on the prepayment date specified in said notice, provided that if the Company gives written notice of a prepayment pursuant to (S)2.2 in connection with an anticipated Liquidity Event or refinancing of the Notes, it is understood and agreed that the obligation of the Company to prepay the Notes pursuant to the requirements of this (S)2.3 (a) is subject to the occurrence of the Liquidity Event giving rise to such notice of optional prepayment. In the event that such Liquidity Event does not occur on the date specified for prepayment, the prepayment shall be deferred until and shall be made on the date on which such Liquidity Event occurs. The Company shall keep the holders of the Notes reasonably and timely informed of any such deferral of the date of prepayment and the date on which such Liquidity Event is expected to occur. (b) In the event that any holder of Notes shall disagree with the calculation of the Realizable IRR or Realized IRR set forth by the Company in the notice given pursuant to (S)2.2(c), (S)2.3(a), (S)2.4(a) or (S)2.4(b), such holder, by written notice to the Company given within 15 da...

Notice of Optional Prepayments. The Constituent Companies will give written notice of any prepayment of the Notes pursuant to e2.2 to each holder thereof not less than 30 days nor more than 60 days before the date fixed for such optional prepayment specifying (a) such date, (b) the principal amount of the holder's Notes to be prepaid on such date, (c) that a premium may be payable, (d) the date when such premium will be calculated and the name of the Computing Holder to make such calculation, and (e) the accrued interest applicable to the prepayment. Such notice of prepayment shall also certify all facts, if any, which are conditions precedent to any such prepayment. The notice to the Computing Holder shall set forth in addition to the foregoing information the names and addresses of, and the respective principal amounts of the Notes held by, the other holders of the Notes. Notice of prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with accrued interest thereon and the premium, if any, payable with respect thereto shall become due and payable on the prepayment date specified in said notice. The Computing Holder shall give written notice by facsimile communication to the Parent and each other holder of the Notes, on the second Business Day preceding the date for such prepayment, of the amount of the Make-Whole Amount in respect of the Notes held by it and such other holders, which notice shall set forth in reasonable detail the computation thereof. The Make-Whole Amount set forth in such notice shall be binding on the Constituent Companies and each other holder of the Notes absent manifest error.