Sale and Delivery of the Notes. The Notes will be offered on a best efforts, $1,000,000 minimum offering basis. All proceeds from the sale of Notes will be immediately deposited in an escrow account at Greater Bay Trust Company (the "Escrow Account"), and no funds will be released to the Company therefrom unless and until the Company has achieved the Minimum Offering. Upon sale of the Minimum Offering, the Notes shall be released to purchasers of the Notes (the "Noteholders") bearing an issue date equal to the date the purchase price therefor was deposited into the Escrow Account. If the Minimum Offering is not sold by 120 days after the effective date, all monies received will be refunded to investors, together with any net investment earnings thereon from the investment of such monies by the Escrow Account. In the event of any such return of funds, the investors shall not be entitled to receive the stated interest rate on the Notes. Subscribers for the Notes shall have no right to withdraw any funds from the Escrow Account. Throughout the Offering Period, the Company will review the offers to purchase received and will have the right to reject any such offers. Investors must satisfy certain suitability standards prior to purchasing any Notes.
Sale and Delivery of the Notes. On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Issuer agrees to deliver to the relevant Initial Noteholder and each Initial Noteholder agrees to purchase on the Closing Date, the following:
Sale and Delivery of the Notes. 5 SECTION 2.1 SALE AND DELIVERY OF THE NOTES...............................5 SECTION 2.2 ACCEPTANCE AND CUSTODY OF NOTES..............................5
Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Date, to each of the Persons set forth on Schedule 2, a Note with a maximum aggregate principal amount of up to the amount set forth opposite such Person’s name on Schedule 2. The Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 2008-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee and its Related Group in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 2008-1 Note and all or a portion of the Series 2008-1 Existing Commitment of a Series 2008-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of an Assignment and Assumption Agreement and a Related Group Addition Notice. The actual outstanding principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture.
Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Date (or on the Restatement Effective Date, with respect to any Person that shall become a Purchaser on the Restatement Effective Date), to each of the Persons set forth on Schedule 2, a Note with a maximum aggregate principal amount of up to the amount set forth opposite such Person’s name on Schedule 2. The Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 2009-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 2009-1 Note and all or a portion of the Series 2009-1 Existing Commitment of a Series 2009-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of (i) an Assignment and Assumption Agreement. The actual unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture. The Issuer acknowledges and agrees that each Purchaser and its related Indemnified Parties (as defined in the Supplement) shall be entitled to the benefits of Sections 206, 207 and 208 of the Supplement, and such Indemnified Party shall only make such claims through the Indenture Trustee.
Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Date, to each of the Persons set forth on Schedule 2, a Note with a maximum aggregate principal amount of up to the amount set forth opposite such Person’s name on Schedule 2. The Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule 2 or its nominee. In connection with any transfer of a Note made in accordance with Section 202 of the Supplement (including the related Series 2009-1 Note Existing Commitment), the Issuer agrees to deliver a Note in the name of such transferee or its nominee on behalf of such transferee in the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. Any such assignment of a Series 2009-1 Note and all or a portion of the Series 2009-1 Existing Commitment of a Series 2009-1 Noteholder may be effected by the execution and delivery to the Issuer and the Indenture Trustee of an Assignment and Assumption Agreement. The actual unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture.
Sale and Delivery of the Notes. (a) Subject to the terms and conditions set forth in this Agreement and the Supplement, each Purchaser hereby delivers its commitment to fund Series 2011-1 Advances up to an aggregate amount outstanding not to exceed the Purchase Limit set forth opposite its name on Schedule II hereto (as such schedule may be updated from time to time in accordance with the terms of this Agreement). The Issuer agrees to deliver on the Closing Date to each of the Purchasers (or to such Person as such Purchaser shall direct) a Note registered in the name of such Purchaser (or any nominee designated by such Purchaser) with a maximum aggregate principal amount in the amount of the Purchase Limit for such Purchaser. Each of such Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of each of the Persons set forth on Schedule II, or its nominee. The actual unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof and of the Supplement.
Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Issuer has delivered, on the Third Increase Date, to the VFCC Deal Agent, as agent on behalf of VFCC and its related Liquidity Providers, a Note with a maximum principal amount of up to One Hundred Twenty-Five Million Dollars ($125,000,000) and to the Aspen Deal Agent, as agent on behalf of Aspen and its related Liquidity Providers, a Note with a maximum principal amount of up to One Hundred Twenty-Five Million Dollars ($125,000,000), and hereby agrees to deliver, on the Fourth Increase Date, to the ING Deal Agent, as agent on behalf of ING and its related Liquidity Providers, a Note with a maximum principal amount of up to One Hundred Twenty-Five Million Dollars ($125,000,000). Each of such Notes have been (or in the case of ING, shall be) duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of the VFCC Deal Agent or its nominee, on behalf of VFCC, the Aspen Deal Agent or its nominee, on behalf of Aspen, or the ING Deal Agent or its nominee, on behalf of ING, as the case may be. The unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof and of the Supplement. On the Fourth Increase Date, the ING Deal Agent shall take delivery of the applicable Note and maintain custody thereof on behalf of ING. The failure of any Related Group to make an Advance shall not impose an obligation on any non-defaulting Related Group to make an Advance of such shortfall.”
Sale and Delivery of the Notes. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the Trust Agreement, the Issuer agrees that it will sell to the Purchaser, and the Purchaser agrees that it will purchase from the Issuer, on the Closing Date (as defined in Section 2.2), the Notes, which on the Closing Date shall represent an aggregate principal face value amount of $21,500,000.00 Dollars (Twenty one million five hundred thousand Dollars 00/100, currency of the United States of America). On the Closing Date, the Issuer shall deliver to the Purchaser the Notes, duly executed by two officers of the Trustee authorized to act on behalf of the Trust (delegados fiduciarios), and registered in the name of the Purchaser or its nominee.
Sale and Delivery of the Notes. The Notes are being offered on a best efforts, $1,000,000 minimum offering basis. All proceeds from the sale of Notes will be immediately deposited in an escrow account at Bank of Montreal Trust Company (the "Escrow Account"), and no funds will be released to the Company therefrom unless and until the Company has sold $1,000,000 in aggregate principal amount of the Notes (the "Minimum Offering"). Upon sale of the Minimum Offering, the Notes shall be released to purchasers of the Notes (the "Noteholders") bearing an issue date equal to the date the purchase price therefor was deposited into the Escrow Account. If the Minimum Offering is not sold by [120 days after the effective date], 1997, all monies received will be refunded to investors, together with any net investment earnings thereon from the investment of such monies by the Escrow Account. In the event of any such return of funds, the investors shall not be entitled to receive the stated interest rate on the Notes. Subscribers for the Notes shall have no right to withdraw any funds from the Escrow Account. The offering of Notes will continue until the earlier to occur of (i) the sale of all Notes offered hereby, (ii) termination thereof by the Company in its sole discretion or (iii) [24 months after the effective date]. Investors must satisfy certain suitability standards prior to purchasing any Notes. The Offering may be terminated prior to the expiration of the Offering Period by the Company. Throughout the Offering Period, the Company will review the offers to purchase received and will have the right to reject any such offers.
