Outernet definition
Examples of Outernet in a sentence
By: Name: Title: Outfront Media LLC By: Name: Title: Outfront Media Miami LLC By: Name: Title: Outfront Media Miami Holdings LLC By: Name: Title: Outfront Media Minnesota LLC By: Name: Title: Outfront Media Outernet Inc.
No Seller has outstanding any security of any kind, except membership interests issued to Media LLC or Outernet, as applicable, in connection with its organization, and has not incurred, assumed, guaranteed or otherwise become directly or indirectly liable for, or in respect of, any Debt and no Person has any commitment or other arrangement to extend credit to any Seller, in each case, other than as will occur in accordance with the Transaction Documents.
All of the Receivables originated by any Originator on any date after the Restatement Date until the Purchase and Sale Termination Date shall be sold or contributed (solely in the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof.
Upon the terms and subject to the conditions set forth in this Agreement, each Originator hereby sells or contributes (solely in the case of Outernet), as applicable, to Buyer, and Buyer hereby purchases or acquires (solely in the case of Outernet) from each Originator, as applicable, all of such Originator’s right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now existing or hereafter arising, acquired, or originated.
The sale by any Originator or contribution by Outernet, as applicable, of Receivables and Related Assets pursuant to this Agreement shall automatically terminate if an Event of Bankruptcy shall have occurred and remain continuing with respect to such Originator or Buyer.
On and after the Restatement Date until the Purchase and Sale Termination Date, each Receivable shall be deemed to have been sold or contributed (solely in the case of Outernet) to Buyer immediately (and without further action by any Person) upon the creation or acquisition (solely in the case of Outernet) of such Receivable by the related Originator or on the Restatement Date in the case of the sale or contribution (solely in the case of Outernet) on such date.
The Related Assets with respect to each Receivable shall be sold or contributed (solely in the case of Outernet) at the same time as such Receivable, whether such Related Assets exist at such time or arise, are acquired or are originated thereafter.
All of the Receivables existing at the opening of an Originator’s business on the Restatement Date are hereby sold or contributed (solely in the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof.
Buyer has executed and delivered in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the “Subordinated Note”) to Outernet for the benefit of the Originators.
Subject to the Subordination Provisions, interest shall accrue on the aggregate unpaid principal amount of this Note outstanding on each day at a variable rate determined to be a fair market rate from time to time by and between Buyer and Outernet, with reference to market conditions, which rate shall in no instance be lower than the sum of 1%, plus Term SOFR plus the SOFR Spread.