DNC 2026 Subscription Commitment Sample Clauses

DNC 2026 Subscription Commitment. On and subject to the terms and conditions hereof, each DNC 2026 Commitment Party agrees, severally and not jointly, to duly purchase, and/or to cause its Related Fund(s), if applicable, to duly purchase, and the Company agrees to sell to each such DNC 2026 Commitment Party or such DNC 2026 Commitment Party’s Related Fund(s), if applicable, pursuant to the terms of the Note Purchase Agreement, on the Closing Date, an aggregate principal amount of New Notes as set forth opposite such DNC 2026 Commitment Party’s name under the column titled “DNC 2026 Subscription Commitment” on Exhibit C (such amount, each DNC 2026 Commitment Party’s “DNC 2026 Subscription Commitment,” and collectively, the “DNC 2026 Aggregate Subscription Commitment”), at a purchase price of $1.00 for each $1.00 aggregate principal amount of such New Notes payable in cash pursuant to the terms hereof and of the Note Purchase Agreement.
Sample 1
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Related to DNC 2026 Subscription Commitment

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • Amendment This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

  • Capitalization The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth in “Securities Being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Investment Company Act The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company Act, assuming no change in the Commission’s current interpretation as to entities that are not considered an investment company.

  • Representations and Warranties Borrower represents and warrants as follows:

  • Solvency Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

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