Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.
Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.
New Secured Notes means the $550 million of first lien secured notes to be issued by New Valaris Holdco comprising (i) the Rights Offering New Secured Notes to be issued in the Rights Offering on the terms set forth in the New Secured Notes Term Sheet attached as Exhibit 2 to the Restructuring Term Sheet and the Rights Offering Procedures, (ii) the Holdback Notes to be issued on the terms set forth in the Backstop Agreement,
Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.
New Senior Notes has the meaning set forth in the recitals hereto.
Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).
Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.
Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;
Receivables Sellers means the Borrower and those Subsidiaries (other than Receivables Entities) that are from time to time party to the Permitted Receivables Facility Documents.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Subsequent Closing has the meaning set forth in Section 3.2.
Seller’s Closing Documents as defined in Section 3.2(a).
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
New Notes shall have the meaning assigned to such term in Section 32.
Subsequent Mortgage Loan Purchase Agreement The agreement between the Depositor and the Seller regarding the transfer of the Subsequent Mortgage Loans by the Seller to the Depositor.
Additional Purchasers means purchasers of Additional Notes.
Second Lien Notes has the meaning set forth in the recitals hereto.
Initial Note Holders shall have the meaning assigned to such term in the preamble to this Agreement.
Original Purchasers means RBC Capital Markets, LLC, Chicago, Illinois, and the other original purchasers designated by the Fiscal Officer in the Certificate of Award.
Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.
Advance Purchase Agreements means (a) an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services and payment in the normal course of business with credit periods which are normal for the relevant type of project contracts, or (b) any other trade credit incurred in the ordinary course of business.
Subsequent Notes means any Notes issued after the First Issue Date on one or more occasions.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Transferred Interests has the meaning set forth in the Recitals.
Receivables Purchase Documents means those documents entered into in connection with any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer to SPCs all of their respective rights, title and interest in and to certain receivables for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.
Second Closing has the meaning set forth in Section 2.2.