Notes Offering Sample Clauses

Notes Offering. The Servicer agrees to cooperate with the Serviced Group in connection with the public or private offering and sale of any securities of WEST or any of its Affiliates (a “Notes Offering”).

Notes Offering. The Servicer agrees to use its best efforts to cooperate with MSAF and its Affiliates in connection with the public or private offering and sale after the last Delivery Date of any securities of MSAF or any of its Affiliates (a "NOTES OFFERING") including participating in customary marketing activities relating to a Notes Offering in the Servicer's capacity as Servicer of the Aircraft Assets (including road shows and investor meetings); attending, on reasonable prior notice, and subject to the reasonable availability of the Servicer's officers and employees, all meetings with Rating Agencies relating to any Notes Offering; providing MSAF and its Affiliates, underwriters, Rating Agencies and other advisors with reasonable opportunities to conduct legal and business due 15 20 diligence with respect to the Servicer and provision of Services and with respect to the Aircraft Assets and Leases including providing any historical financial information, the names of prior lessees and repossession and restructuring information (including costs and expenses related thereto that are reasonably available) with respect to the Aircraft (which information shall not include any lease document to which MSAF or any of its Affiliates was not a party); procuring, at MSAF's expense, opinions of counsel with respect to matters requested by the Rating Agencies and relating to the Aircraft Assets, Leases and related documents and related collateral and payments thereunder; assisting with respect to the preparation by the Administrative Agent of financial statements for the Aircraft Assets as if the Aircraft Assets had been operated as a business, if and to the extent such financial statements are required by any regulatory authority; and providing, reviewing, commenting on and providing customary indemnities against material misstatements or omissions with respect to, written information regarding the Aircraft Assets, the Servicer and provision of Services for inclusion in any securities offering document related to the Aircraft Assets.

Notes Offering. Notes Offering" has the meaning set forth in the Recitals hereof.

Notes Offering. 19 SECTION 5.06. Performance Objectives.........................................22 SECTION 5.07. Management.....................................................22 SECTION 5.08. Limitations....................................................22 SECTION 5.09. Location of Performance of Services............................22

Notes Offering. Contemporaneously with the purchase by the Underwriters of the Securities under this Agreement, the Company shall have consummated the Notes Offering.

Notes Offering. Prior to or substantially concurrently with the Funding Date, the offering agreement with respect to the Borrower’s $550,000,000 Senior Notes shall have been executed by the Borrower and the initial purchasers.

Notes Offering. The Company shall have issued $185,000,000 aggregate principal amount of senior subordinated notes (the "New Notes") upon terms and pursuant to documentation satisfactory to the Company, BLS, and the Lehmxx Xxxestors.

Notes Offering. On the Amendment No. 2 Effective Date (i) prior to the effectiveness of the amendments contemplated by Section 1(A), Cedar Fair LP shall have repaid at least $463,250,000.00 of U.S. Term B Loans from the issuance of Qualifying Senior Secured Debt of an aggregate principal amount of $475 million (together with, if applicable, other cash available to Cedar Fair LP) and (ii) the Administrative Agent shall have received reasonably satisfactory evidence that on the Amendment No. 2 Effective Date following the effectiveness of the amendments contemplated by Section 1(A), the Borrowers shall receive an additional $525 million of gross proceeds from the issuance of Qualifying Senior Secured Debt.

Notes Offering. At the Closing Date, the offering of the Notes shall have been consummated on the terms and conditions described in the Disclosure Package and the Prospectus.

Notes Offering. The Notes Offering shall substantially simultaneously have occurred.