Form Note Clause Samples
A Form Note clause serves as an instructional or explanatory note within a legal document, providing guidance on how to complete, interpret, or modify a particular section or provision. These notes are typically directed at the drafter or reviewer, offering context, suggestions for customization, or warnings about potential legal implications. The core practical function of a Form Note is to ensure clarity and accuracy in document preparation, helping users tailor the agreement to their specific needs and avoid common drafting errors.
Form Note. It is recommended that the language that appears below be used to replace the introductory paragraph of Section 7.2 if it is anticipated that there will be a significant time-lag between the execution of the Note Purchase Agreement and the Closing. “Each set of financial statements delivered to a Purchaser or a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer:”
Form Note. If more than one Closing is contemplated, it is recommended that the word “applicable,” “each” or “such” be inserted before the word “Closing” where appropriate in the Note Purchase Agreement.
Form Note. The Financial Covenants Reference Manual contains two alternative definitions of Priority Debt (definitions Z.58.1 and Z.58.2) that the parties may want to consider including in this Schedule A. The only place that the defined term “Priority Debt” is used is in Section 10.5.
Form Note. Opinions as to valid existence and other matters referred to in Section 5.4(c) covering Subsidiaries may be required under appropriate circumstances.
Form Note. It is recommended that the language that appears below be used to replace the definition of Required Holders if it is anticipated that there will be a significant time-lag between the execution of the Note Purchase Agreement and the Closing:
Form Note. In some jurisdictions Purchasers may prefer an expanded version of this representation (and the corresponding affirmative covenant in Section 9.7) that extends beyond Indebtedness to “payment obligations” in order to ascertain which, if any, payment obligations are preferred under local law. In such cases a Schedule of such preferred payment obligations would be appropriate.
Form Note. When a Guaranty Agreement is provided after the initial closing, replace the bracketed language with: “Pursuant to the Note Agreement, the Company is required to cause each Guarantor to deliver this Guaranty Agreement to the holders.”
Form Note. If the bracketed language, or a variation thereof, is not included in the Note Purchase Agreement, the Company may be expected to expand the circumstances under which it would be permitted to offer pursuant to Section 8.3 to prepay Notes of transferee holders situated in jurisdictions giving rise to a substantial withholding tax obligation unrelated to a Change in Tax Law. 23 Form Note: See Form Note 1.
Form Note. It is recommended that the language that appears below be used to replace the introductory sentence of Section 9 if it is anticipated that there will be a significant time-lag between the execution of the Note Purchase Agreement and the Closing: “From the date of this Agreement until the Closing and thereafter, so long as any of the Notes are outstanding, the Company covenants that:” It is also recommended that the following language be added at the end of Section 9 if it is anticipated that there will be a significant time-lag between the execution of the Note Purchase Agreement and the Closing: “Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 9 on or after the date of this Agreement and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.”
Form Note. If Section 8.5 of the Note Agreement is modified to permit the Company or an Affiliate to make offers to the holder to purchase Notes on any terms and conditions, it may be appropriate to prohibit so-called exit consents by adding to Section 13.2 the following: