Sale and Delivery of the Notes Clause Samples

Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Date, to each of the Persons set forth on Schedule 2, a Note with a maximum aggregate principal amount of up to the amount set forth opposite such Person’s name on Schedule 2. The Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 2009-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 2009-1 Note and all or a portion of the Series 2009-1 Existing Commitment of a Series 2009-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of an Assignment and Assumption Agreement. The actual unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture. (b) The Issuer may request (each such request to be substantially in the form of Exhibit A hereto, a “Funding Notice”), by delivery of a Funding Notice to the Administrative Agent that the Purchasers make a Series 2009-1 Advance, each such Funding Notice to be irrevocable when given and shall be on the terms and conditions set forth herein and in Section 205(b) of the Supplement. (c) The Issuer may, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior to the then current Scheduled Commitment Expiration Date, by written notice to each Deal Agent, with a copy to the Indenture Trustee and the Series Enhancer, if any, for Series 2009-1, request the Purchasers to extend the Scheduled Commitment Expiration Date for an additional period of up to 364 days from the then current Scheduled Commitment Expiration Date. Each of the Purchasers shall make a determination, in its sole discretion and after a full credit review, within 30 days of its receipt of the Issuer’s request, as to whether or not it will agree to extend the Scheduled Commitment Expiration Date; provided...
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Sale and Delivery of the Notes. The Notes will be offered on a best efforts, $1,000,000 minimum offering basis. All proceeds from the sale of Notes will be immediately deposited in an escrow account at Greater Bay Trust Company (the "Escrow Account"), and no funds will be released to the Company therefrom unless and until the Company has achieved the Minimum Offering. Upon sale of the Minimum Offering, the Notes shall be released to purchasers of the Notes (the "Noteholders") bearing an issue date equal to the date the purchase price therefor was deposited into the Escrow Account. If the Minimum Offering is not sold by 120 days after the effective date, all monies received will be refunded to investors, together with any net investment earnings thereon from the investment of such monies by the Escrow Account. In the event of any such return of funds, the investors shall not be entitled to receive the stated interest rate on the Notes. Subscribers for the Notes shall have no right to withdraw any funds from the Escrow Account. Throughout the Offering Period, the Company will review the offers to purchase received and will have the right to reject any such offers. Investors must satisfy certain suitability standards prior to purchasing any Notes.
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Sale and Delivery of the Notes. 5 SECTION 2.1 SALE AND DELIVERY OF THE NOTES...............................5 SECTION 2.2 ACCEPTANCE AND CUSTODY OF NOTES..............................5
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Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Issuer has delivered, on the Third Increase Date, to the VFCC Deal Agent, as agent on behalf of VFCC and its related Liquidity Providers, a Note with a maximum principal amount of up to One Hundred Twenty-Five Million Dollars ($125,000,000) and to the Aspen Deal Agent, as agent on behalf of Aspen and its related Liquidity Providers, a Note with a maximum principal amount of up to One Hundred Twenty-Five Million Dollars ($125,000,000), and hereby agrees to deliver, on the Fourth Increase Date, to the ING Deal Agent, as agent on behalf of ING and its related Liquidity Providers, a Note with a maximum principal amount of up to One Hundred Twenty-Five Million Dollars ($125,000,000). Each of such Notes have been (or in the case of ING, shall be) duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of the VFCC Deal Agent or its nominee, on behalf of VFCC, the Aspen Deal Agent or its nominee, on behalf of Aspen, or the ING Deal Agent or its nominee, on behalf of ING, as the case may be. The unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof and of the Supplement. On the Fourth Increase Date, the ING Deal Agent shall take delivery of the applicable Note and maintain custody thereof on behalf of ING. The failure of any Related Group to make an Advance shall not impose an obligation on any non-defaulting Related Group to make an Advance of such shortfall.”
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Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the Trust Agreement, the Issuer agrees that it will sell to the Purchaser, and the Purchaser agrees that it will purchase from the Issuer, on the Closing Date (as defined in Section 2.2), the Notes, which on the Closing Date shall represent an aggregate principal face value amount of $21,500,000.00 Dollars (Twenty one million five hundred thousand Dollars 00/100, currency of the United States of America). On the Closing Date, the Issuer shall deliver to the Purchaser the Notes, duly executed by two officers of the Trustee authorized to act on behalf of the Trust (delegados fiduciarios), and registered in the name of the Purchaser or its nominee. (b) Subject to the withholding rights granted to the Purchaser in accordance with paragraph (c) below, as payment in full for the Notes, on the Closing Date, the Purchaser shall deliver to or upon the order of the Trustee, by wire transfer of immediately available funds, $21,500,000.00 Dollars (Twenty one million five hundred thousand Dollars 00/100, currency of the United States of America) (the "Purchase Price"). It is understood and agreed that the Trustee shall deliver the Notes to the Purchaser simultaneously with the delivery to the Trustee of the Purchase Price by Purchaser. (c) In consideration of Purchaser's commitment to purchase the Notes in accordance herewith, the Issuer agrees to pay the Purchaser a structuring fee in an amount, net of withholding taxes or any other amount, equal to 5% (five percent) of the purchase price (the "Fee") payable on the Closing Date. Purchaser is hereby authorized by the Issuer and the Settlors to withhold from the Purchase Price the Fee, and apply such withholding to the payment of the Fee.
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Sale and Delivery of the Notes. The Notes are being offered on a best efforts, $1,000,000 minimum offering basis. All proceeds from the sale of Notes will be immediately deposited in an escrow account at Bank of Montreal Trust Company (the "Escrow Account"), and no funds will be released to the Company therefrom unless and until the Company has sold $1,000,000 in aggregate principal amount of the Notes (the "Minimum Offering"). Upon sale of the Minimum Offering, the Notes shall be released to purchasers of the Notes (the "Noteholders") bearing an issue date equal to the date the purchase price therefor was deposited into the Escrow Account. If the Minimum Offering is not sold by [120 days after the effective date], 1997, all monies received will be refunded to investors, together with any net investment earnings thereon from the investment of such monies by the Escrow Account. In the event of any such return of funds, the investors shall not be entitled to receive the stated interest rate on the Notes. Subscribers for the Notes shall have no right to withdraw any funds from the Escrow Account. The offering of Notes will continue until the earlier to occur of (i) the sale of all Notes offered hereby, (ii) termination thereof by the Company in its sole discretion or (iii) [24 months after the effective date]. Investors must satisfy certain suitability standards prior to purchasing any Notes. The Offering may be terminated prior to the expiration of the Offering Period by the Company. Throughout the Offering Period, the Company will review the offers to purchase received and will have the right to reject any such offers.
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Related to Sale and Delivery of the Notes

  • Purchase, Sale and Delivery of the Notes (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $[ ] per $1,000 principal amount, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest. The option granted hereby may be exercised as to all or any part of the Option Notes at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Notes prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and the date and time for delivery of and payment for such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and

  • Purchase, Sale and Delivery of Notes (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of [__________] at [____] a.m. (New York time) on [_______], 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus. (b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only (1) the execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative, and (2) the release of all Permitted Liens, as listed on Schedule III hereto, prior to the cut-off time for DTC settlement on the Closing Date, indicates completion of the closing of a purchase of the Notes from the Trust. Furthermore, in the event that the Underwriters make a Payment to the Trust prior to the completion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes and until all Permitted Liens have been released prior to the cut-off time for DTC settlement on the Closing Date, the Trust will not be entitled to the Payment and the Depositor shall cause the Trust to return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Trust to the Underwriters on the same day the Payment was received by the Trust, the Depositor agrees to pay, or otherwise cause the Trust to pay, to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative. (c) It is understood that the Representative or any Underwriter, individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

  • Purchase Sale and Delivery of the Securities The purchase and sale of the Purchaser Junior Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇thin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, ▇▇bject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, ▇▇bject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.

  • Purchase, Sale and Delivery of the Shares (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

  • Delivery of the Notes The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Notes at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Notes shall be in such denominations and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the Closing Date and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.