The Note Purchase Agreement Sample Clauses

The Note Purchase Agreement. The Note Purchase Agreement, the 2002 Senior Secured Fund Notes and the other Junior Credit Document (as defined in the Noteholder Intercreditor Agreement) shall have been executed in the form delivered to the Agent by the Borrower simultaneously herewith.
Sample 1
The Note Purchase Agreement. This Note Purchase Agreement has been duly authorized, executed and delivered by the Company and the Guarantors and constitutes a valid and binding agreement of each of the Company and each Guarantor, enforceable against such Person in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless whether such enforceability is considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought and except as rights to indemnification may be limited by applicable law and public policy considerations (collectively, the “Enforceability Exceptions”).
Sample 1
The Note Purchase Agreement. The Company represents and warrants to the Selling Agent that all information in the Note Purchase Agreement and other offering materials will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. If during the period prior to the final closing of the Financing, the Company becomes aware of any event as a result of which the Note Purchase Agreement or any other offering materials would include an untrue statement, of a material fact or omit to state a material fact necessary in order to make the statements in light of the circumstances in which they were made not misleading, the Company shall forthwith notify the Selling Agent thereof, and furnish to the Selling Agent an amended or supplemented Note Purchase Agreement and other offering materials which correct such statements or omissions.
Sample 1
The Note Purchase Agreement. As of September 30, 2010 the Company and certain investors entered into a Note Purchase Agreement (“contratto per la sottoscrizione di obbligazioni”) (as amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”) governing, inter alia, the issuance of 3.75% Series G Senior Guaranteed Notes due September 15, 2017 (as amended, restated or otherwise modified from time to time, herein called the “Series G Notes”) and 4.25% Series H Senior Guaranteed Notes due September 15, 2020 (as amended, restated or otherwise modified from time to time, herein called the “Series H Notes” and, together with the Series G Notes, the “Notes”) and the terms and conditions thereof. Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Note Purchase Agreement.
Sample 1

Related to The Note Purchase Agreement

Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.
of the Note Purchase Agreement In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the MSCS Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such MSCS Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the MSCS Fee Letter, the Intercreditor Agreement or any Financing Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee (i) to the extent such Expense is attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the MSCS Fee Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 9.1 or 8.1, as the case may be, of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement.
The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.
Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:
Stock Purchase Agreement Each Lender understands and agrees that the conversion of the Notes into and exercise of the Warrants for Conversion Shares may require such Lender’s execution of certain agreements in the form agreed to by investors in the Next Equity Financing relating to the purchase and sale of such securities as well as registration, co-sale, rights of first refusal, rights of first offer and voting rights, if any, relating to such securities.
Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):
Repurchase Agreement Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund; 3)
Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.
of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: