SALE AND PURCHASE OF NOTES 2 Sample Clauses

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...
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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
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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. CLOSINGS 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. CONDITIONS TO EACH CLOSING 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
Sample 1

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 On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

  • Repurchase of Notes Neither the Company nor any Restricted Subsidiary or Affiliate, directly or indirectly, may repurchase or make any offer to repurchase any Notes unless the 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 any Notes, such Notes shall thereafter be cancelled and no Notes shall be issued in substitution therefor.

  • 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.

  • Purchase of Notes By Principal Life Principal Life may purchase some or all of the Notes in the open market or otherwise at any time, and from time to time. Simultaneously, upon such purchase, (1) the purchased Notes shall, by their terms become mandatorily redeemable by the Trust as specified in the related Pricing Supplement, Prospectus Supplement and/or Prospectus and (2) the Fund under this Agreement shall be permanently reduced by the same percentage as the principal amount of the Notes so redeemed bears to the sum of (i) the aggregate principal amount of all Notes issued and outstanding immediately prior to such redemption and (ii) the principal amount of the Trust Beneficial Interest related to such Notes. If Principal Life, in its sole discretion, engages in such open market or other purchases, then the Trust, the Indenture Trustee in respect of such Notes, and Principal Life shall take actions (including, in the case of Principal Life, making the payment(s) necessary to effect the Trust’s redemption of such Notes) as may be necessary or desirable to effect the cancellation of such Notes by the Trust.

  • Sale and Purchase of Securities Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $15.00

  • Re-Purchase of Note If we decide that you provided us with inaccurate information or have otherwise violated your obligations, or if required by any applicable law or regulation related to terrorism, money laundering, and similar activities, we may (but shall not be required to) repurchase your Note for an amount equal to the principal amount outstanding.

  • Purchase of Notes and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Notes and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, free and clear of all Liens, all right, title and interest of the Seller in and to all of its properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (as defined below) (collectively, the “Purchased Assets”), including without limitation the following:

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