Note Issuance Agreement Sample Contracts

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2009 Note Issuance Agreement (August 12th, 2009)

This 2009 Note Issuance Agreement (this Agreement) is dated as of August 10, 2009, and is made by and between Lime Energy Co., a Delaware corporation (the Company), and Richard P. Kiphart (Kiphart, also referred to as Lender).

Advanced Biotherapy – Amended and Restated Note Issuance Agreement (November 4th, 2008)

This Amended and Restated Note Issuance Agreement (this "Agreement") is dated as of the 31st day of October, 2008, and is made by and between Lime Energy Co., a Delaware corporation (the "Company"), Richard P. Kiphart ("Kiphart") and Advanced Biotherapy, Inc. ("ADVB" and together with Kiphart, "Noteholders").

Amended and Restated Note Issuance Agreement (October 31st, 2008)

This Amended and Restated Note Issuance Agreement (this Agreement) is dated as of the 31st day of October, 2008, and is made by and between Lime Energy Co., a Delaware corporation (the Company), Richard P. Kiphart (Kiphart) and Advanced Biotherapy, Inc. (ADVB and together with Kiphart, Noteholders).

Note Issuance Agreement (August 19th, 2008)

This Note Issuance Agreement (this Agreement) is dated as of the 14th day of August, 2008, and is made by and between Lime Energy Co., a Delaware corporation (the Company), Richard P. Kiphart (Kiphart) and Advanced Biotherapy, Inc. (ADVB and together with Kiphart, Noteholders).

Advanced Biotherapy – Ar Note Issuance Agreement (June 13th, 2008)

This AR Note Issuance Agreement (this "Agreement") is dated as of the 6th day of June, 2008, and is made by and between Lime Energy Co., a Delaware corporation (the "Company"), and Richard P. Kiphart ("Kiphart") and Advanced Biotherapy, Inc. ("ADVB" and together with Kiphart, "Noteholders").

Ar Note Issuance Agreement (June 11th, 2008)

This AR Note Issuance Agreement (this Agreement) is dated as of the 6th day of June, 2008, and is made by and between Lime Energy Co., a Delaware corporation (the Company), and Richard P. Kiphart (Kiphart) and Advanced Biotherapy, Inc. (ADVB and together with Kiphart, Noteholders).

Note Issuance Agreement (March 14th, 2008)

This Note Issuance Agreement (this Agreement) is dated as of the 12th day of March, 2008, and is made by and between Lime Energy Co., a Delaware corporation (the Company), and Richard P. Kiphart (Kiphart) and Advanced Biotherapy, Inc. (ADVB and together with Kiphart, Noteholders).

Note Issuance Agreement (March 14th, 2008)

This Note Issuance Agreement (this Agreement) is dated as of the 12th day of March, 2008, and is made by and between Lime Energy Co., a Delaware corporation (the Company), and Richard P. Kiphart (Kiphart) and Advanced Biotherapy, Inc. (ADVB and together with Kiphart, Noteholders).

Advanced Biotherapy – Note Issuance Agreement (March 14th, 2008)

This Note Issuance Agreement (this "Agreement") is dated as of the 12th day of March, 2008, and is made by and between Lime Energy Co., a Delaware corporation (the "Company"), and Richard P. Kiphart ("Kiphart") and Advanced Biotherapy, Inc. ("ADVB" and together with Kiphart, "Noteholders").

Targanta Therapeutics – Omnibus Amendment to Asset Purchase Agreement, Note Issuance Agreement, and Senior Secured Convertible Acquisition Note, Each Dated as of December 23, 2005 (May 11th, 2007)

This Omnibus Amendment (this Amendment) to the Asset Purchase Agreement (the APA), Note Issuance Agreement (the NIA) and Senior Secured Convertible Acquisition Note (the Note), each dated as of December 23, 2005 (collectively, the APA, the NIA and the Note, the Agreements and each an Agreement) is made as of January 31, 2007, by and between Targanta Therapeutics Corporation, a Delaware corporation (Targanta US) and InterMune, Inc., a Delaware corporation (InterMune).

Targanta Therapeutics – Note Issuance Agreement (May 11th, 2007)

THIS NOTE ISSUANCE AGREEMENT (this Agreement), dated as of December 23, 2005, is made by and between INTERMUNE, INC., a Delaware corporation (together with its permitted successors and assigns, called InterMune), and TARGANTA THERAPEUTICS CORPORATION, a Delaware corporation (the Purchaser).

Stronach Group – POST-CLOSING AND NOTE ISSUANCE AGREEMENT by and Among PA MEADOWS, LLC, AS PURCHASER AND BORROWER, and MAGNA ENTERTAINMENT CORP., AS SELLER AND AGENT, and THE HOLDERS FROM TIME TO TIME PARTY HERETO and SOLELY WITH RESPECT TO SECTION 10.15 HEREOF, THE PARENT ENTITIES PARTY HERETO July 26, 2006 (November 9th, 2006)

THIS POST-CLOSING AND NOTE ISSUANCE AGREEMENT (this "Agreement"), dated as of July 26, 2006, is by and among PA MEADOWS, LLC, a Delaware limited liability company ("Borrower" or "Purchaser"), MAGNA ENTERTAINMENT CORP., a Delaware corporation ("Magna"), in its capacity as Seller under the Acquisition Agreement (Magna, in such capacity, is sometimes referred to herein as "Seller") and in its capacity as administrative and collateral agent for Holders (in such capacity "Agent"), the Holders from time to time party hereto, and, solely for purposes of Section 10.15 of this Agreement, PA MezzCo, LLC, a Delaware limited liability company ("MezzCo"), and Cannery Casino Resorts, LLC, a Nevada limited liability company ("CCR" and, together with MezzCo, the "Parent Entities"). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

OCM HoldCo, LLC – POST-CLOSING AND NOTE ISSUANCE AGREEMENT by and Among PA MEADOWS, LLC, AS PURCHASER AND BORROWER, and MAGNA ENTERTAINMENT CORP., AS SELLER AND AGENT, and THE HOLDERS FROM TIME TO TIME PARTY HERETO and SOLELY WITH RESPECT TO SECTION 10.15 HEREOF, THE PARENT ENTITIES PARTY HERETO July 26, 2006 (July 26th, 2006)

THIS POST-CLOSING AND NOTE ISSUANCE AGREEMENT (this Agreement), dated as of July 26, 2006, is by and among PA MEADOWS, LLC, a Delaware limited liability company (Borrower or Purchaser), MAGNA ENTERTAINMENT CORP., a Delaware corporation (Magna), in its capacity as Seller under the Acquisition Agreement (Magna, in such capacity, is sometimes referred to herein as Seller) and in its capacity as administrative and collateral agent for Holders (in such capacity Agent), the Holders from time to time party hereto, and, solely for purposes of Section 10.15 of this Agreement, PA MezzCo, LLC, a Delaware limited liability company (MezzCo), and Cannery Casino Resorts, LLC, a Nevada limited liability company (CCR and, together with MezzCo, the Parent Entities). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

Inland Resources Inc/Wa – Exchange and Note Issuance Agreement (August 10th, 2001)