Common use of Subordination of the Notes Clause in Contracts

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim.

Appears in 4 contracts

Samples: Indenture (Theravance Biopharma, Inc.), Indenture (Theravance Inc), Indenture (Theravance Biopharma, Inc.)

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Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the NoteholdersHolders of each class of Notes) covenants and agrees, and each NoteholderHolder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each NoteholderX; and each Holder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.07 hereof, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Related Documents. Each Noteholder In addition, each Holder of a Subordinated Class B Note, by its acceptance of a Subordinated Class B Note, further agrees that all amounts payable on any Subordinated Class B Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.07 hereof, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim.

Appears in 2 contracts

Samples: NPS Pharmaceuticals Inc, NPS Pharmaceuticals Inc

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) Taxes owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim.

Appears in 2 contracts

Samples: Indenture (Zealand Pharma a/S), Indenture (Zealand Pharma a/S)

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Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 3.7 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) Taxes owed by the Issuer (if any) and ), all Administrative Expenses payable to the Service Providers and all Tax Distributions payable to the Equityholders pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shallwill, to the extent provided in Section 3.6 3.7 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim.

Appears in 1 contract

Samples: Indenture (PDL Biopharma, Inc.)

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