Each Note Issuance Sample Clauses

The 'Each Note Issuance' clause defines the process and conditions under which individual notes are issued under a broader note issuance program or agreement. It typically outlines the steps required for each issuance, such as the delivery of a notice, the agreement on terms like principal amount and interest rate, and the documentation that must be completed before a note is considered valid. This clause ensures that every note issued is subject to the same procedural safeguards and contractual requirements, thereby maintaining consistency and reducing the risk of disputes or misunderstandings regarding the terms of each note.
Each Note Issuance. The obligation of (wv) each Purchaser to consummate the Term Loan Exchange, (xw) each First Amendment Purchaser to purchase any First Amendment Notes, (yx) each Delayed Draw Purchaser to purchase any Delayed Draw Notes, (y) each Second Amendment Delayed Draw Note Purchaser to purchase any Second Amendment Delayed Draw Notes and (z) each Additional Purchaser to purchase any Additional Notes is subject, in each case, solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) The Purchaser Representative shall have received (i) in the case of any First Amendment Note, any Delayed Draw Note, any Second Amendment Delayed Draw Note or any Additional Note, an Issuance Request as required by Section 2.05(b) and (ii) in the case of any Additional Note, an Additional Note Commitment Notice. (b) In the case of any Additional Notes, the aggregate outstanding principal amount of the Additional Notes does not exceed the Incremental Cap. (c) At the time of and immediately after giving effect to the applicable Issuance of Notes, no Default or Event of Default shall have occurred and be continuing. (d) The representations and warranties of the Note Parties set forth in this Agreement and the other Note Documents shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Issuance date with the same effect as though such representations and warranties had been made on and as of such Issuance date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates or for such periods. The delivery of each Issuance Request shall be deemed to constitute a representation and warranty by the Issuer on the date thereof as to the satisfaction of the matters specified in clauses (b), (c) and (d) of this Section, as applicable.
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Each Note Issuance. After the Closing Date, the obligation of each Note Holder to make a Note Issuance (which, for the avoidance of doubt, shall not include any Incremental Notes advanced in connection with a Limited Condition Acquisition to the extent not otherwise required by the Holders of such Incremental Notes) is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03. (b) The representations and warranties of the Note Parties set forth in this Agreement and the other Notes Documents shall be true and correct in all material respects on and as of the date of any such Note Issuance with the same effect as though such representations and warranties had been made on and as of the date of such Note Issuance; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Note Issuance, no Event of Default or Default exists. Each Note Issuance after the Closing Date shall be deemed to constitute a representation and warranty by the Issuer on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02.
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Related to Each Note Issuance

  • Registration of the Notes and Each Note Holder The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide such party with the names and addresses of each other Note Holder. To the extent the Trustee or another party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining the Note Register. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and each other Note Holder against any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.

  • Purchase of Notes By Principal Life Principal Life may purchase some or all of the Notes in the open market or otherwise at any time, and from time to time. Simultaneously, upon such purchase, (1) the purchased Notes shall, by their terms become mandatorily redeemable by the Trust as specified in the related Pricing Supplement, Prospectus Supplement and/or Prospectus and (2) the Fund under this Agreement shall be permanently reduced by the same percentage as the principal amount of the Notes so redeemed bears to the sum of (i) the aggregate principal amount of all Notes issued and outstanding immediately prior to such redemption and (ii) the principal amount of the Trust Beneficial Interest related to such Notes. If Principal Life, in its sole discretion, engages in such open market or other purchases, then the Trust, the Indenture Trustee in respect of such Notes, and Principal Life shall take actions (including, in the case of Principal Life, making the payment(s) necessary to effect the Trust’s redemption of such Notes) as may be necessary or desirable to effect the cancellation of such Notes by the Trust.

  • Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

  • Covenant to Secure Notes Equally The Company covenants that, if it or any Subsidiary shall create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted by the provisions of paragraph 6B(1) (unless the prior written consent to the creation or assumption thereof shall have been obtained pursuant to paragraph 11C), it will make or cause to be made effective provision whereby the Notes will be secured by such Lien equally and ratably with any and all other Debt thereby secured so long as any such other Debt shall be so secured.

  • Deposit of Fundamental Change Purchase Price (a) On or before 10:00 a.m. New York City time on the applicable Fundamental Change Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an amount of money (in immediately available funds if deposited on or after such Fundamental Change Purchase Date), sufficient to pay the aggregate Fundamental Change Purchase Price of all the Securities or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. (b) If a Paying Agent or the Trustee holds on the Fundamental Change Purchase Date in accordance with the terms hereof an amount of money sufficient to pay the Fundamental Change Purchase Price of any Security (or portion thereof) for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Indenture then, immediately following the applicable Fundamental Change Purchase Date, whether or not the Security is delivered to the Paying Agent, such Security shall cease to be outstanding, interest, shall cease to accrue, and the rights of the Holder in respect of the Security shall terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery of the Security as aforesaid). (c) The Paying Agent will promptly return to the respective Holders thereof any Securities with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Indenture. (d) If a Fundamental Change Purchase Date falls after a Regular Record Date and on or before the related Interest Payment Date, then interest on the Securities payable on such Interest Payment Date will be payable to the Holders in whose names the Securities are registered at the close of business on such Regular Record Date, and the Fundamental Change Purchase Price shall equal 100% of the principal amount of the Security to be purchased.