Assignment of the Notes Sample Clauses

Assignment of the Notes. This Guaranty is for the benefit of Aero and for such other person or persons as may from time to time become or be the holder(s) of the Notes. This Guaranty shall be transferable and negotiable with the same force and effect and to the same extent as the Notes, it being understood, acknowledged and agreed to by Panfile that, on any transfxx xx xssignment of the Notes, the holder thereof shall have all of the rights and remedies granted to Aero under this Guaranty. Panfile further agrees that xx xxx transfer of the Notes, Aero may transfer and deliver any and all collateral securing repayment thereof (including, but not limited to, any collateral provided by Panfile) to the transferee, xxx xxch collateral shall secure the Notes and any amounts due under the Mortgage in favor of such a transferee. Panfile additionally agrees xxxx, after any such transfer or assignment has taken place, Aero shall be fully discharged from any and all liability and responsibility to Jason IV and Panfile with rxxxxxx xo sucx xxxxxteral, and the transferee thereafter shall be vested with all the powers, rights and responsibilities with respect to such collateral.
Sample 1
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Assignment of the Notes. On the terms and subject to the conditions set forth in this Agreement, NF Partners hereby agrees to assign and deliver to FireAway without representation, warranty or recourse except as provided in Article II and Section 6.01 of Article VI, and FireAway hereby agrees to acquire and accept from NF Partners, at the Closing, the Notes for a cash price (the "NOTE PRICE") in an amount equal to 50% of the $88,811.25 principal amount or $44,405.63.
Sample 1
Assignment of the Notes. In reliance upon the representations, warranties and covenants of the parties set forth herein, the Company agrees to assign and deliver to the Purchaser, and the Purchaser agrees to acquire from the Company, the Notes, upon delivery to Purchaser of said Notes.
Sample 1
Assignment of the Notes. Pequot shall assign (the “Assignment”) and deliver all of the original Notes, as well the Security Agreement and each Subsidiary Security Agreement identified as Items 12 through 18 on Schedule A attached hereto (the “Assigned Security Agreements”), to the New Investors in exchange for one lump-sum cash payment by the New Investors to Pequot in the aggregate amount of $10,000,000 (the “Purchase Price”), which shall be paid at the closing of the Assignment (the “Closing”), all on the terms and conditions set forth in the Addendum to Assignment of Series 1 and Series 2 Senior Subordinated Secured Convertible Notes Dated December 30, 2005. The Assignment and the Refinancing are collectively referred to herein as the “Transaction.”
Sample 1

Related to Assignment of the Notes

  • Payment of the Notes Not later than 10:00 a.m. (New York City time) on each due date of the principal of, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, redemption payments, premium, if any, and interest so becoming due. All the payments must be in U.S. Dollars.

  • Prepayment of the Notes In addition to the payment of the entire unpaid principal amount of the Notes at the final maturity thereof, the Company may make optional prepayments in respect of the Notes as hereinafter provided.

  • Terms of the Notes The following terms relating to the Notes are hereby established:

  • Form of the Notes The Notes shall each be issued in the form of a Global Note, duly executed by the Company and authenticated by the Trustee, which shall be deposited with the Trustee as custodian for DTC and registered in the name of “Cede & Co.,” as the nominee of DTC. The Notes shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and this First Supplemental Indenture, if any, shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon). So long as DTC, or its nominee, is the registered owner of a Global Note, DTC or its nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and transfers thereof shall be effected only through, records maintained by DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and (3) below shall apply only to Global Notes:

  • of the Note Purchase Agreement Section 2.1(b) of the Note Purchase Agreement is hereby amended and restated to read in full as follows:

  • Authorization of the Notes The Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.

  • Assignment of the Agreement This Agreement and the rights hereunder may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or to an affiliate or party acquiring all or substantially all of the assets of FirstLink upon prior written consent of Owner. Such consent shall not be unreasonably withheld. Alternatively, the Agreement may be assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees in writing that it shall remain liable for all obligations arising under this Agreement. FirstLink may also assign this Agreement to any party providing financing to FirstLink; provided that such assignment shall not relieve FirstLink from its obligations hereunder. In connection with a sale or disposition of the Properties, Owner shall request FirstLink's written consent to assign this Agreement and shall require any subsequent owner of the Properties to assume this Agreement and the rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties to this Agreement.

  • Payment and Prepayment of the Notes Section 8.1.

  • Authorization of Receipt of Funds by the Trustee Under the Security Documents Subject to the provisions of the Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

  • Successors and Assigns; Assignment of Servicing Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Servicer, the Seller, the NIMS Insurer and the Master Servicer and their respective successors and assigns. This Agreement shall not be assigned, pledged or hypothecated by the Servicer to a third party except in accordance with Section 7.03 and shall not be assigned, pledged or hypothecated by the Seller without the prior written consent of the NIMS Insurer except as to the extent provided in Section 9.12.

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