Note Subordinated to Senior Debt Sample Clauses

Note Subordinated to Senior Debt. To the extent and in the manner -------------------------------- hereinafter set forth in this Section 4, the indebtedness represented by this Note and the payment of the principal of and the interest on this Note and any claim for rescission of the purchase of this Note, and any claim which is the equivalent of or substitute for principal of or interest on this Note, for damages arising from the purchase of this Note or for reimbursement or contribution on account of such a claim, and all other payments with respect to or on account of this Note (collectively, the "Subordinated Debt") are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Debt. This Section 4 constitutes a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, each of whom is an obligee hereunder and is entitled to enforce such holder's rights hereunder, subject to the provisions hereof, without any act or notice of acceptance hereof or reliance hereon. For purposes of this Section 4, Senior Debt shall not be deemed to have been paid in full until the termination of all commitments or other obligations by any holder thereof and unless all such holders shall have received indefeasible payment in full in cash of all obligations under or in respect of Senior Debt (including, without limitation, Post-Petition Interest).
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Note Subordinated to Senior Debt. The payment of principal of, -------------------------------- interest on, and all other amounts payable with respect to, this Note (collectively, the "Subordinated Payments") are hereby subordinated and junior --------------------- in right of payment, to the extent and in the manner set forth herein to all Senior Debt. As used herein, the term "Senior Debt" shall mean with respect to ----------- the Company (i) (A) all indebtedness for money borrowed from any bank, trust company, insurance company or other financial institution, including commercial paper and accounts receivable sold or assigned by the Company to such institutions outstanding as of ______ [the date of the Purchase Agreement], (B) all obligations of the Company as lessee under leases of real or personal property outstanding as of ________ [the date of the Purchase Agreement] and (C) any indebtedness or obligations from any refinancing, replacements or extensions of any of the foregoing to the extent that the principal amount so refinanced, replaced or extended is not increased as a result thereof, provided, any such indebtedness or obligation under this clause (i) is not convertible into Common Stock and (ii) (A) all other indebtedness for money borrowed from any bank, trust company, insurance company or other financial institution, including commercial paper and accounts receivable sold or assigned by the Company to such institutions designated as Senior by the Company in a written notice to the Holder and (B) all obligations of the Company as lessee under other leases of real or personal property designated as Senior Debt by the Company in a written notice to the Holder, provided, any such indebtedness or obligation under this clause (ii) is not convertible into Common Stock, provided further, that at no time shall the aggregate amount of principal and rental payments (as applicable) designated by the Company as Senior Debt pursuant to this clause (ii) exceed $20,000,000 (and any purported designation in excess thereof shall be void and of no effect). This Section 3 shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and such provisions are made for the benefit of the holders of Senior Debt. This Note is binding upon the Company and its permitted successors and assigns and the Holder and its endorsees, each of whom, by ...
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Note Subordinated to Senior Debt. Borrower, for itself, its successors and assigns, covenants and agrees, and Lender likewise covenants and agrees, that the indebtedness evidenced by the Note (and any renewals or extensions thereof), including the principal of, premium, if any, and interest thereon and any interest payable on such interest, shall be subordinate and subject in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full of all Senior Debt, and that each holder of Senior Debt whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Debt in reliance upon the covenants and provisions contained in this Agreement and the Note.
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Note Subordinated to Senior Debt. Company covenants and agrees, and Purchaser and any other holder of the Note (Purchaser and such holders being hereinafter referred to collectively as "Holder") by its acceptance thereof likewise covenants and agrees, that all payments of the principal of and interest on the Note and all other Obligations (whether in the form of distribution of assets, set-off of other claims or other forms of cash or non-cash exchanges) of Company pursuant to this Agreement or under the Note (collectively the "Subordinated Debt") shall be subordinated in accordance with the provisions of this Section 9 to the prior payment in full of all Senior Debt of Company. For purposes of this Section 9, the term "Senior Debt" shall mean the Senior Debt of Company and shall include principal of and premium, if any, and interest (including interest accruing at the rate provided for in the documents evidencing such Senior Debt after the commencement of any proceedings of the type referred to in Section 9.2(a) hereof, whether or not an allowed claim in such proceeding) on all loans and other extensions of credit under, and all expenses, fees, reimbursements, indemnities and other amounts owing pursuant to, the Senior Debt, to the extent permitted to be incurred pursuant hereto.
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Note Subordinated to Senior Debt. Company covenants and agrees, and Purchaser and any other holder of the Note (Purchaser and such holders being hereinafter referred to collectively as "Holder") by its acceptance thereof likewise covenants and agrees, that all payments of the principal of and interest on the Note and all other Obligations of Company pursuant to this Agreement (collectively the "Subordinated Debt") shall be subordinated in accordance with the provisions of this Section 8 to the prior payment in full of all Senior Debt of Company. For purposes of this Section 8, the term "Senior Debt" shall mean the Senior Debt of Company and shall include principal of and premium, if any, and interest (including interest accruing at the rate provided for in the documents evidencing such Senior Debt after the commencement of any proceedings of the type referred to in Section 8.2(a) hereof, whether or not an allowed claim in such proceeding) on all loans and other extensions of credit under, and all expenses, fees, reimbursements, indemnities and other amounts owing pursuant to, the Senior Debt, to the extent permitted to be incurred pursuant hereto.
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Note Subordinated to Senior Debt. The Borrower, for itself and its successors, and Holder, by acceptance of this Note, agrees that the payment of the principal of, interest on and any other amounts in respect of this Note by Borrower is subordinated, to the extent and in the manner provided in this Section 4, to the prior irrevocable and indefeasible payment in full in cash of all amounts of whatever nature payable under Senior Debt.
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Note Subordinated to Senior Debt. To the extent and in the manner hereinafter set forth in this Section 4 and subject to the terms of Section 5 below, the indebtedness represented by this Note and the payment of the principal of and the interest on this Note and any claim for rescission of the purchase of this Note, and any claim which is the equivalent of or substitute for principal of or interest on this Note, for damages arising from the purchase of
Sample 1
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Related to Note Subordinated to Senior Debt

  • Notes Subordinated to Senior Debt The Company covenants and agrees, and each Holder of the Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Ten; and each Person holding any Note, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes by the Company shall, to the extent and in the manner herein set forth, be subordinated and junior in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or in respect of Senior Debt; that the subordination is for the benefit of, and shall be enforceable directly by, the holders of Senior Debt, and that each holder of Senior Debt whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Debt in reliance upon the covenants and provisions contained in this Indenture and the Notes.

  • Securities Subordinated to Senior Debt (1) The Partnership, for itself, its successors and assigns, covenants and agrees, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any), and interest on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Debt of the Partnership.

  • Notes Subordinated to Senior Indebtedness The Company covenants and agrees and the Trustee and each Holder of the Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Ten; and the Trustee and each person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes by the Company shall, to the extent and in the manner herein set forth, be subordinated and junior in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on the Senior Indebtedness; that the subordination is for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness, and that each holder of Senior Indebtedness whether now outstanding or hereinafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Indebtedness in reliance upon the covenants and provisions contained in this Indenture and the Notes.

  • Securities Subordinated to Senior Indebtedness The Company and each Holder of a Security, by his acceptance thereof, agree that (a) the payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to each and all the Securities and (b) any other payment in respect of the Securities, including on account of the acquisition or redemption of Securities by the Company, is subordinated, to the extent and in the manner provided in this Article Thirteen, to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter created, incurred, assumed or guaranteed, and that these subordination provisions are for the benefit of the holders of Senior Indebtedness. This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

  • Notes Subordinate to Senior Indebtedness The Company covenants and agrees, and each Holder of Notes, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article 11, the Indebtedness represented by the Notes and the payment of the principal of, premium, if any, and interest on the Notes are hereby expressly made subordinate and subject in right of payment as provided in this Article 11 to the prior payment in full in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all Senior Indebtedness. This Article 11 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of or continue to hold Senior Indebtedness; and such provisions are made for the benefit of the holders of Senior Indebtedness; and such holders are made obligees hereunder and they or each of them may enforce such provisions.

  • Securities Subordinate to Senior Debt The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article XII, the payment of the principal of and any premium and interest (including any Additional Interest) on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt.

  • Securities Subordinate to Senior Indebtedness The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities of each and every series are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

  • Senior Subordinated Notes The subordination provisions contained in the Senior Subordinated Notes and in the other Senior Subordinated Note Documents are enforceable against the Borrower and the holders of the Senior Subordinated Notes, and all Obligations are within the definition of "Senior Debt" included in such subordination provisions.

  • Limitation on Senior Subordinated Indebtedness The Company will not Incur any Indebtedness that is subordinate or junior in right of payment to any Senior Indebtedness and senior in right of payment to the Securities. No Guarantor will Incur any Indebtedness that is subordinate or junior in right of payment to any Senior Indebtedness of such Guarantor and senior in right of payment to such Guarantor’s Subsidiary Guarantee.

  • Reliance by Holders of Senior Indebtedness on Subordination Provisions Each Holder by accepting a Subordinated Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. This instrument may be executed in any number of counterparts, and by each party hereto on separate counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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