Installment Notes. If applicable because of an Installment Note transaction structure, the execution, delivery, and performance of this Agreement, the Reimbursement Agreement, the Pledge Agreement and the Installment Note will have been duly authorized by all necessary corporate action on the part of Purchaser, and upon execution and delivery this Agreement, the Assignment of Purchaser’s Interest, the Reimbursement Agreement, the Pledge Agreement and the Installment Note will constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, and other similar laws affecting claims and rights generally or by general equitable principles.
Installment Notes. At the Closing, Buyer and ATS, as co- obligors, shall deliver to Seller the following promissory notes (collectively, the "Notes"):
Installment Notes. Existing Installment Notes Letter of Credit; Acquisition Letters of Credit. Holdings, Parent or the Borrower shall promptly, and in any event within three Business Days, after it becomes aware of (or in the case of clause (ix) below, after it receives) same, provide the Administrative Agent with notice of (i) any dispute between Parent and any holder of Installment Notes, (ii) any payment with respect to the Installment Notes which is not paid directly from a drawing in a like amount pursuant to the Existing Installment Notes Letter of Credit, (iii) any failure to reinstate the Existing Installment Notes Letter of Credit in accordance with its terms following a drawing thereunder to pay interest, (iv) any drawing under the Existing Installment Notes Letter of Credit, (v) any circumstance whatsoever which would permit a drawing under any Acquisition Letter of Credit, (vi) any circumstance or occurrence which would permit a drawing under any Acquisition Letter of Credit unless such circumstance or occurrence is remedied or other actions taken (including, but not limited to, a downgrade in the credit rating of the respective issuer of the respective Acquisition Letter of Credit), (vii) any replacement of any Acquisition Letter of Credit (whether or not in accordance with the requirements of the Stock Purchase Agreement), (viii) any claim for indemnification made by Holdings or any of its Subsidiaries pursuant to the Stock Purchase Agreement and (ix) copies of all notices received by it under the Installment Notes Trust or the Installment Notes Trust Agreement. In connection with any notice of the type described above, and following a request by any Agent, Holdings, Parent and the Borrower shall promptly furnish the Banks with information describing the actions, if any, it plans to take in connection with any of the items described above.
Installment Notes. The Reimbursement Agreement, the Pledge Agreement and the Installment Note will have been duly authorized by all necessary corporate action on the part of Purchaser, and upon execution and delivery this Agreement, the Reimbursement Agreement, the Pledge Agreement and the Installment Note will constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, and other similar laws affecting claims and rights generally or by general equitable principles.
