SALE AND PURCHASE OF NOTES 2 Clause Samples

SALE AND PURCHASE OF NOTES 2. Section 2.1 Purchase and Sale of Series A Notes 2 Section 2.2 Purchase and Sale of Additional Notes 2 SECTION 3. CLOSINGS 4 Section 3.1 Series A Closings 4 Section 3.2 Additional Note Closings 5
View Source
SALE AND PURCHASE OF NOTES 2. Section 2.1. Sale and Purchase of Series A Notes and Series B Notes 2 Section 2.2. Sale and Purchase of Shelf Notes 2 SECTION 3. CLOSING 5 Section 3.1. Initial Notes Closing 5 Section 3.2. Facility Closings 6 Section 3.3. Rescheduled Facility Closings 6 SECTION 4. CONDITIONS TO CLOSING 7 Section 4.1. Representations and Warranties 7 Section 4.2. Performance; No Default 7 Section 4.3. Compliance Certificates 7 Section 4.4. Opinions of Counsel 7 Section 4.5. Purchase Permitted by Applicable Law, Etc 8 Section 4.6. Sale of Other Notes 8 Section 4.7. Payment of Fees 8 Section 4.8. Payment of Special Counsel Fees 8 Section 4.9. Private Placement Number 8 Section 4.10. Changes in Corporate Structure 8 Section 4.11. Funding Instructions 9 Section 4.12. Proceedings and Documents 9 Section 4.13. Subsidiary Guaranties 9 Section 4.14. Material Adverse Chagne 9 SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 9 Section 5.1. Organization; Power and Authority 9 Section 5.2. Authorization, Etc 10 Section 5.3. Disclosure 10 Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates 11 Section 5.5. Financial Statements; Material Liabilities 11 Section 5.6. Compliance with Laws, Other Instruments, Etc 12 Section 5.7. Governmental Authorizations, Etc 12 Section 5.8. Litigation; Observance of Agreements, Statutes and Orders 12 Section 5.9. Taxes 13 Section 5.10. Title to Property; Leases 13 Section 5.11. Licenses, Permits, Etc 13 Section 5.12. Compliance with ERISA 13 Section 5.13. Private Offering by the Company 14 Section 5.14. Use of Proceeds; Margin Regulations 14 Section 5.15. Existing Indebtedness; Future Liens 15 Section 5.16. Foreign Assets Control Regulations, Etc 15 Section 5.17. Status under Certain Statutes 17 Section 5.18. Environmental Matters 17 Section 5.19. Solvency 18 Section 5.20. Contribution Agreement 18 Section 5.21. No Fraudulent Intent 18 Section 5.22. Transaction in Best Interests of Company; Consideration 18 Section 5.23. Partners and the Trust 18 SECTION 6. REPRESENTATIONS OF THE PURCHASERS. 19 Section 6.1. Purchase for Investment 19 SECTION 7. INFORMATION AS TO COMPANY 20 Section 7.1. Financial and Business Information 20 Section 7.2. Officer’s Certificate 23 Section 7.3. Visitation 24 Section 7.4. Electronic Delivery 25 SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES 25 Section 8.1. Maturity 25 Section 8.2. Optional Prepayments with Make-Whole Amount 26 Section 8.3. Allocation of Partial Prepayments 26 Section 8.4. Maturi...
View Source
SALE AND PURCHASE OF NOTES 2. Section 2.1. Sale and Purchase of Series P Notes 2 Section 2.2. Sale and Purchase of Series Q Notes 2 Section 2.3. Sale and Purchase of Shelf Notes 2 Section 2.4. Guaranty 7 Section 3.1. Series P Closing 7 Section 3.2. Series Q Closing 7 Section 3.3. Facility Closing 8 Section 3.4. Rescheduled Facility Closings 8 Section 4.1. Representations and Warranties 8 Section 4.2. Performance; No Default 8 Section 4.3. Documents 9 Section 4.4. Opinions of Counsel 9 Section 4.5. Purchase Permitted By Applicable Law, Etc. 9 Section 4.6. Sale of Other Notes 9 Section 4.7. Payment of Fees and Special Counsel Fees 10 Section 4.8. Private Placement Number 10 Section 4.9. Changes in Corporate Structure 10 Section 4.10. Funding Instructions 10 Section 4.11. Guarantee Agreement 10 Section 4.12. Proceedings and Documents 10
View Source

Related to SALE AND PURCHASE OF NOTES 2

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase of Notes The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

  • Repurchase of Notes Neither the Company nor any Consolidated Subsidiary or Affiliate, directly or indirectly, may repurchase or make any offer to repurchase any Notes unless an offer has been made to repurchase Notes, pro rata, from all holders of the Notes at the same time and upon the same terms. In case the Company repurchases or otherwise acquires any Notes, such Notes shall immediately thereafter be canceled and no Notes shall be issued in substitution therefor. Without limiting the foregoing, upon the repurchase or other acquisition of any Notes by the Company, any Consolidated Subsidiary or any Affiliate, such Notes shall no longer be outstanding for purposes of any section of this Agreement relating to the taking by the holders of the Notes of any actions with respect hereto, including without limitation, SECTION 6.3, SECTION 6.4 and SECTION 7.1.

  • Purchase of Notes as Principal (a) Subject in all respects to the terms and conditions of the Distribution Agreement, the Trust hereby agrees to sell to the Purchasing Agent and the Purchasing Agent hereby agrees to purchase the Notes having the terms specified in the Pricing Supplement relating to such Notes. (b) In connection with any purchase of Notes from the Trust by the Purchasing Agent as principal, the parties agrees that the items specified on Schedule I of the Omnibus Instrument will be delivered as of the Settlement Date.