Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that: (a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 2021-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives; (b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2021-1 Class A-1 Notes; (c) it is purchasing the Series 2021-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 2021-1 Class A-1 Notes; (d) it understands that (i) the Series 2021-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 2021-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 of the Series 2021-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement; (e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 2021-1 Class A-1 Notes; (f) it understands that the Series 2021-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 2021-1 Class A-1 Notes attached to the Series 2021-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend; (g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 2021-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and (h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 2 contracts
Samples: Class a 1 Note Purchase Agreement (Dominos Pizza Inc), Class a 1 Note Purchase Agreement (Dominos Pizza Inc)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 2021-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2021-1 Class A-1 Notes;
(c) it is purchasing the Series 2021-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 2021-1 Class A-1 Notes;
(d) it understands that (i) the Series 2021-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 2021-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 2021-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 2021-1 Class A-1 Notes;
(f) it understands that the Series 2021-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 2021-1 Class A-1 Notes attached to the Series 2021-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 2021-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 2 contracts
Samples: Class a 1 Note Purchase Agreement (Wendy's Co), Class a 1 Note Purchase Agreement (Wendy's Co)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212018-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212018-1 Class A-1 Notes;
(c) it is purchasing the Series 20212018-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212018-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212018-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212018-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212018-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 20212018-1 Class A-1 Notes;
(f) it understands that the Series 20212018-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212018-1 Class A-1 Notes attached to the Series 20212018-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212018-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 2 contracts
Samples: Class a 1 Note Purchase Agreement (Wendy's Co), Note Purchase Agreement (Planet Fitness, Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212018-1 Class A-1 Notes, with the Co-Issuers Issuer and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212018-1 Class A-1 Notes;
(c) it is purchasing the Series 20212018-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212018-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212018-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersIssuer, (ii) the Co-Issuers are Issuer is not required to register the Series 20212018-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212018-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212018-1 Class A-1 Notes;
(f) it understands that the Series 20212018-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212018-1 Class A-1 Notes attached to the Series 20212018-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Issuer from any purchaser of the Series 20212018-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager DPL as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212012-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212012-1 Class A-1 Notes;
(c) it is purchasing the Series 20212012-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Actdistribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212012-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212012-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212012-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must be a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and otherwise meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212012-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212012-1 Class A-1 Notes;
(f) it understands that the Series 20212012-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212012-1 Class A-1 Notes attached to the Series 20212012-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212012-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the 49 proposed purchase of the Series 20212017-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212017-1 Class A-1 Notes;
(c) it is purchasing the Series 20212017-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Actdistribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212017-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212017-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212017-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, and (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212017-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212017-1 Class A-1 Notes;
(f) it understands that the Series 20212017-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212017-1 Class A-1 Notes attached to the Series 20212017-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212017-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dunkin' Brands Group, Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212019-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212019-1 Class A-1 Notes;
(c) it is purchasing the Series 20212019-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212019-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212019-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212019-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212019-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212019-1 Class A-1 Notes;
(f) it understands that the Series 20212019-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212019-1 Class A-1 Notes attached to the Series 20212019-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212019-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212016-1 Class A-1 Notes, with the Co-Issuers Issuer and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212016-1 Class A-1 Notes;
(c) it is purchasing the Series 20212016-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212016-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212016-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersIssuer, (ii) the Co-Issuers are Issuer is not required to register the Series 20212016-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212016-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212016-1 Class A-1 Notes;
(f) it understands that the Series 20212016-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212016-1 Class A-1 Notes attached to the Series 20212016-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Issuer from any purchaser of the Series 20212016-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager Servicer as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the ManagerServicer’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 2021-1 Class A-1 Notespurchase, with the Co-Issuers and the Manager Servicer and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212007-1 Class A-1 Notes;
(c) it is purchasing the Series 20212007-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act that meet the criteria described in clause subsection (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Actdistribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, Act with respect to the Series 20212007-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212007-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuersavailable, (ii) the Co-Issuers are not required to register the Series 20212007-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdictionNotes, (iii) any permitted transferee hereunder must meet be a “qualified purchaser” within the criteria in clause (bmeaning of Section 2(a)(51) above of the Investment Company Act and (iv) any transfer must comply with the provisions of Section 2.8 2.5 of the Base Indenture, Section 4.03 of the Series 2021-1 Supplement Indenture and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(dparagraph (d) above in connection with any transfer by it of the Series 20212007-1 Class A-1 Notes;
(f) it understands that the Series 20212007-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212007-1 Class A-1 Notes attached to the Series 20212007-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;; and
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212007-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager Managers as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s Managers’ business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212024-1 Class A-1 Notes, with the Co-Issuers and the Manager Managers and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212024-1 Class A-1 Notes;
(c) it is purchasing the Series 20212024-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212024-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212024-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212024-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212024-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212024-1 Class A-1 Notes;
(f) it understands that the Series 20212024-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212024-1 Class A-1 Notes attached to the Series 20212024-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212024-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Note Purchase Agreement (Driven Brands Holdings Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212017-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212017-1 Class A-1 Notes;
(c) it is purchasing the Series 20212017-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212017-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212017-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212017-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212017-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212017-1 Class A-1 Notes;
(f) it understands that the Series 20212017-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212017-1 Class A-1 Notes attached to the Series 20212017-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212017-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Jay Merger Sub, Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the CoIssuerCo-Issuers and the Manager ManagerManagers as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the CoIssuerCo-Issuers’ Issuers ’s and the ManagerManagerManagers’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212019-1 3 Class A-1 Notes, with the CoIssuerCo-Issuers and the Manager ManagerManagers and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212019-1 3 Class A-1 Notes;
(c) it is purchasing the Series 20212019-1 3 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212019-1 3 Class A-1 Notes;
(d) it understands that (i) the Series 20212019-1 3 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the CoIssuerCo-Issuers, (ii) the CoIssuer isCo-Issuers are not required to register the Series 20212019-1 3 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212019-1 3 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212019-1 3 Class A-1 Notes;
(f) it understands that the Series 20212019-1 3 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212019-1 3 Class A-1 Notes attached to the Series 20212019-1 3 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the CoIssuerCo-Issuers from any purchaser of the Series 20212019-1 3 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Driven Brands Holdings Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212019-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is a an “accredited investor” and “qualified institutional buyer” within the meaning of Rule 144A Rules 501 and 144A, respectively, under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212019-1 Class A-1 Notes;
(c) it is purchasing the Series 20212019-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212019-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212019-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212019-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 2.08 of the Base Indenture, Section 4.03 of the Series 20212019-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 20212019-1 Class A-1 Notes;
(f) it understands that the Series 20212019-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212019-1 Class A-1 Notes attached to the Series 20212019-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212019-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Note Purchase Agreement (Jack in the Box Inc /New/)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212020-1 Class A-1 Notes, with the Co-Issuers Issuer and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212020-1 Class A-1 Notes;
(c) it is purchasing the Series 20212020-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212020-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212020-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersIssuer, (ii) the Co-Issuers are Issuer is not required to register the Series 20212020-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212020-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212020-1 Class A-1 Notes;
(f) it understands that the Series 20212020-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212020-1 Class A-1 Notes attached to the Series 20212020-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Issuer from any purchaser of the Series 20212020-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D and hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Vale Merger Sub, Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212015-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212015-1 Class A-1 Notes;
(c) it is purchasing the Series 20212015-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212015-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212015-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212015-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212015-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 20212015-1 Class A-1 Notes;
(f) it understands that the Series 20212015-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212015-1 Class A-1 Notes attached to the Series 20212015-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212015-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212014-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212014-1 Class A-1 Notes;
(c) it is purchasing the Series 20212014-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212014-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212014-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212014-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must be a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and otherwise meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212014-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212014-1 Class A-1 Notes;
(f) it understands that the Series 20212014-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212014-1 Class A-1 Notes attached to the Series 20212014-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212014-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (DineEquity, Inc)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212022-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212022-1 Class A-1 Notes;
(c) it is purchasing the Series 20212022-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212022-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212022-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212022-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212022-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 20212022-1 Class A-1 Notes;
(f) it understands that the Series 20212022-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212022-1 Class A-1 Notes attached to the Series 20212022-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212022-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212018-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212018-1 Class A-1 Notes;
(c) it is purchasing the Series 20212018-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212018-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212018-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212018-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212018-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212018-1 Class A-1 Notes;
(f) it understands that the Series 20212018-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212018-1 Class A-1 Notes attached to the Series 20212018-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212018-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212022-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is a an “accredited investor” and “qualified institutional buyer” within the meaning of Rule 144A Rules 501 and 144A, respectively, under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212022-1 Class A-1 Notes;
(c) it is purchasing the Series 20212022-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212022-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212022-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212022-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 2.08 of the Base Indenture, Section 4.03 of the Series 20212022-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 20212022-1 Class A-1 Notes;
(f) it understands that the Series 20212022-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212022-1 Class A-1 Notes attached to the Series 20212022-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212022-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Jack in the Box Inc)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212019-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212019-1 Class A-1 Notes;
(c) it is purchasing the Series 20212019-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Actdistribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212019-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212019-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212019-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, and (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212019-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212019-1 Class A-1 Notes;
(f) it understands that the Series 20212019-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212019-1 Class A-1 Notes attached to the Series 20212019-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212019-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dunkin' Brands Group, Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager Master Servicer as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the ManagerMaster Servicer’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 2021-1 Class A-1 Notespurchase, with the Co-Issuers and the Manager Master Servicer and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212007-1 Class A-1 Notes;
(c) it is purchasing the Series 20212007-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause subsection (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Actdistribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, Act with respect to the Series 20212007-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212007-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuersavailable, (ii) the Co-Issuers are not required to register the Series 20212007-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdictionNotes, (iii) any permitted transferee hereunder must meet be a “qualified purchaser” within the criteria in clause (bmeaning of Section 2(a)(51) above of the Investment Company Act and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.4 of the Series 20212007-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(dparagraph (d) above in connection with any transfer by it of the Series 20212007-1 Class A-1 Notes;
(f) it understands that the Series 20212007-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212007-1 Class A-1 Notes attached to the Series 20212007-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;; and
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212007-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212022-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212022-1 Class A-1 Notes;
(c) it is purchasing the Series 20212022-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212022-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212022-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212022-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212022-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212022-1 Class A-1 Notes;
(f) it understands that the Series 20212022-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212022-1 Class A-1 Notes attached to the Series 20212022-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212022-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Note Purchase Agreement (European Wax Center, Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager Iconix as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212012-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212012-1 Class A-1 Notes;
(c) it is purchasing the Series 20212012-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Actdistribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212012-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212012-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuersavailable, (ii) the Co-Issuers are not required to register the Series 20212012-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must be meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212012-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212012-1 Class A-1 Notes;
(f) it understands that the Series 20212012-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212012-1 Class A-1 Notes attached to the Series 20212012-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212012-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs, including by obtaining an executed Purchaser’s Letter from such purchaser; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212022-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212022-1 Class A-1 Notes;
(c) it is purchasing the Series 20212022-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212022-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212022-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212022-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212022-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212022-1 Class A-1 Notes;
(f) it understands that the Series 20212022-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212022-1 Class A-1 Notes attached to the Series 20212022-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212022-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212020-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212020-1 Class A-1 Notes;
(c) it is purchasing the Series 20212020-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212020-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212020-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212020-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212020-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 20212020-1 Class A-1 Notes;
(f) it understands that the Series 20212020-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212020-1 Class A-1 Notes attached to the Series 20212020-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212020-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212022-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212022-1 Class A-1 Notes;
(c) it is purchasing the Series 20212022-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212022-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212022-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212022-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212022-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212022-1 Class A-1 Notes;
(f) it understands that the Series 20212022-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212022-1 Class A-1 Notes attached to the Series 20212022-1 Supplement and that the Series 20212022-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212022-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dominos Pizza Inc)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
: (a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the 49 proposed purchase of the Series 20212017-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
; (b) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212017-1 Class A-1 Notes;
; (c) it c)it is purchasing the Series 20212017-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Actdistribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212017-1 Class A-1 Notes;
; (d) it d)it understands that (i) the Series 20212017-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212017-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, and (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212017-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
; (e) it e)it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212017-1 Class A-1 Notes;
; (f) it f)it understands that the Series 20212017-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212017-1 Class A-1 Notes attached to the Series 20212017-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 2021-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.50
Appears in 1 contract
Samples: Note Purchase Agreement
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212019-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212019-1 Class A-1 Notes;
(c) it is purchasing the Series 20212019-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212019-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212019-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212019-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 of the Series 20212019-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 20212019-1 Class A-1 Notes;
(f) it understands that the Series 20212019-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212019-1 Class A-1 Notes attached to the Series 20212019-1 Supplement and that the Series 20212019-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212019-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
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Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212019-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212019-1 Class A-1 Notes;
(c) it is purchasing the Series 20212019-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212019-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212019-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212019-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212019-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 20212019-1 Class A-1 Notes;
(f) it understands that the Series 20212019-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212019-1 Class A-1 Notes attached to the Series 20212019-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212019-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
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Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212015-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212015-1 Class A-1 Notes;
(c) it is purchasing the Series 20212015-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Actdistribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212015-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212015-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212015-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must be a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act and otherwise meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212015-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212015-1 Class A-1 Notes;
(f) it understands that the Series 20212015-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212015-1 Class A-1 Notes attached to the Series 20212015-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212015-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Note Purchase Agreement (Dunkin' Brands Group, Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212020-1 Class A-1 Notes, with the Co-Issuers Issuer and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212020-1 Class A-1 Notes;
(c) it is purchasing the Series 20212020-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212020-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212020-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersIssuer, (ii) the Co-Issuers are Issuer is not required to register the Series 20212020-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212020-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212020-1 Class A-1 Notes;
(f) it understands that the Series 20212020-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212020-1 Class A-1 Notes attached to the Series 20212020-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Issuer from any purchaser of the Series 20212020-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
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Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212015-1 Class A-1 Notes, with the Co-Issuers Master Issuer and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212015-1 Class A-1 Notes;
(c) it is purchasing the Series 20212015-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212015-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212015-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersMaster Issuer, (ii) the Co-Issuers are Master Issuer is not required to register the Series 20212015-1 Class A-1 Notes under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212015-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 20212015-1 Class A-1 Notes;
(f) it understands that the Series 20212015-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212015-1 Class A-1 Notes attached to the Series 20212015-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Master Issuer from any purchaser of the Series 20212015-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212019-1 3 Class A-1 Notes, with the Co-Issuers Issuer and the Manager and their respective representatives;
(b) it is a an “qualified institutional buyeraccredited investor” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212019-1 3 Class A-1 Notes;
(c) it is purchasing the Series 20212019-1 3 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyersaccredited investors” within the meaning of Rule 144A 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212019-1 3 Class A-1 Notes;
(d) it understands that (i) the Series 20212019-1 3 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-IssuersIssuer, (ii) the Co-Issuers are Issuer is not required to register the Series 20212019-1 3 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212019-1 3 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above ), above, in connection with any transfer by it of the Series 20212019-1 3 Class A-1 Notes;
(f) it understands that the Series 20212019-1 3 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212019-1 3 Class A-1 Notes attached to the Series 20212019-1 3 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers Issuer from any purchaser of the Series 20212019-1 3 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Driven Brands Holdings Inc.)
Lender Parties. Each of the Lender Parties represents and warrants to the Co-Issuers and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Co-Issuers’ and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 20212017-1 Class A-1 Notes, with the Co-Issuers and the Manager and their respective representatives;
(b) it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20212017-1 Class A-1 Notes;
(c) it is purchasing the Series 20212017-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Securities Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the Securities Act, or the rules and regulations promulgated thereunder, with respect to the Series 20212017-1 Class A-1 Notes;
(d) it understands that (i) the Series 20212017-1 Class A-1 Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Co-Issuers, (ii) the Co-Issuers are not required to register the Series 20212017-1 Class A-1 Notes under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.03 4.3 of the Series 20212017-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 20212017-1 Class A-1 Notes;
(f) it understands that the Series 20212017-1 Class A-1 Notes that are in the form of definitive notes will bear the legend set out in the form of Series 20212017-1 Class A-1 Notes attached to the Series 20212017-1 Supplement and that the Series 2021-1 Class A-1 Notes will be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Co-Issuers from any purchaser of the Series 20212017-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
Appears in 1 contract
