Note Financing definition

Note Financing means Indebtedness of the Borrower or a Subsidiary of Borrower incurred in connection with a Purchase Money Note in a principal amount not in excess of the principal amount of such Purchase Money Note, which Indebtedness is secured by a Purchase Money Note, or any Guaranty Obligation of such Indebtedness, which in either case is created pursuant to an arms-length transaction with a Person who is not an Affiliate of Borrower.

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Note Financing shall have the meaning ascribed thereto in Section 3.2(a) hereof.

Note Financing has the meaning set forth in the recitals to this Agreement.

Examples of Note Financing in a sentence

• Cooley has served as outside general counsel to the Company and has negotiated the terms of the Note Financing solely on behalf of the Company.

• Neither the Servicer nor any Affiliate thereof shall be a party to any Company Note Financing or Company Note Financing Documents unless such Person agrees to include provisions with respect thereto reasonably requested by the Administrator, including entry into an agreement similar to the Standstill and No Petition Agreement.

• To the best of Seller’s knowledge, no contract or other agreement to which the Company is a party or by which the Company is bound would be triggered or otherwise affected as a result of consummation of the transactions contemplated by this Agreement, or the Note Financing.

• Notwithstanding the generality of the foregoing, to the best of Seller’s knowledge, no party has the right to accelerate performance by the Company, or terminate any agreement to which the Company is a party, as a result of the consummation of the transactions contemplated by this Agreement or the Note Financing.

• Each party to this Note acknowledges that ▇▇▇▇▇▇ LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent the Holder or the Holder’s affiliates in matters unrelated to the transactions contemplated by this Note (the “Note Financing”), including representation of the Holder or the Holder’s affiliates in matters of a similar nature to the Note Financing.

• The Borrower will not issue any securities other than to (i) a Lender hereunder or (ii) NRG Retail LLC but only (x) evidencing NRG Retail LLC’s ownership interest in the Borrower and (y) the Subordinated Note issued under the Receivables Sale Agreement to NRG Retail LLC on behalf of the Originators (it being understood that the Subordinated Note may be transferred in connection with the Subordinated Note Financing).

• The Company will cause a UCC-3 termination statement to be filed to terminate the Convertible Note Financing Statement as soon as reasonably practicable and in any event within 30 days after the date of this Agreement.

• Reference is made to items in Section 3.2 of this Disclosure Schedule relating to the Convertible Note Financing.

• Other than in connection with a Subordinated Note Financing (so long as each Subordinated Note Financier is then party to the No Petition Agreement), this Subordinated Note may not be assigned, pledged or otherwise transferred to any party other than Originator without the prior written consent of the Administrative Agent and the Required Purchasers, and any such attempted transfer shall be void.

• The Company reserves the right, in its sole discretion, to terminate the Convertible Note Financing at any time and for any reason; provided, however, any such termination shall not affect the validity and enforceability of any Convertible Note issued prior to the date of termination.

More Definitions of Note Financing

Note Financing means the issuance of that certain Convertible Note in an original principal amount of $6,300,000 to be executed by the Company in favor of the Note Investors, which is convertible into shares of Common Stock on the terms and subject to the conditions set forth therein, pursuant to that certain Securities Purchase Agreement to be entered into by and between Company and the Note Investors, that certain Security Agreement to be entered into by and between Company and the Note Investors, and the other agreements and documents to be entered into by the Company in connection therewith.

Note Financing has the meaning set forth in the Guarantor Credit Agreement as in effect as of May 15, 2003 (that is, for greater certainty after the effective date of the Sixth Amendment but prior to any subsequent amendment, restatement, modification, supplement, extension, renewal or replacement thereof);”

Note Financing means Indebtedness of the Borrower or a Subsidiary of Borrower incurred in connection with a Purchase Money Note in a principal amount not in excess of the principal amount of such Purchase Money Note, which Indebtedness is secured directly or indirectly by a Purchase Money Note, or any Guaranty Obligation of such Indebtedness, which in either case is created pursuant to an arms-length transaction with a Person who is not an Affiliate of Borrower."

Note Financing means the Senior Secured Convertible Note contemplated by the Parent Securities Purchase Agreement.

Note Financing means the issuance of the Convertible Notes.

Note Financing has the meaning specified in the Recitals hereto.