Option to Purchase Senior Debt Sample Clauses

Option to Purchase Senior Debt. If (a) the Senior Debt has been accelerated or otherwise becomes due and payable, (b) any payment Event of Default under Section 9.1(a) of the Senior Credit Agreement has occurred and has been continuing for a period of more than fifteen (15) days, or (c) any Event of Default under Sections 9.1(e) or 9.1(f) has occurred (each of the foregoing, a “Purchase Option Event”), upon fifteen (15) Business Days’ prior written notice to Agent (an “Exercise Notice”), Subordinated Lenders (acting severally or jointly) shall have the right to purchase, in whole but not in part, the Senior Debt for a price equal to, without duplication, the sum of: (i) the outstanding principal balance thereof, together with all accrued interest and other amounts due thereon (exclusive of any late charges, default interest, exit fees, advances and post-petition interest), including all costs and expenses (including reasonable legal fees and expenses) incurred by Senior Lenders in accordance with the Senior Debt Documents; (ii) any unreimbursed obligations and, without duplication, the Outstanding Amount of L/C Obligations (which shall be satisfied by providing cash collateralization of such reimbursement obligations and Outstanding Amount of L/C Obligations in an amount equal to 103% thereof); (iii) cash collateral to secure any unreimbursed obligations in respect of Bank Product Obligations (which shall include any such Bank Product Obligations that are not yet liquidated and/or are contingent in amount) owing to such Senior Lenders who are, or whose Affiliates are, Bank Product Providers; it being agreed by the parties hereto that such Senior Lenders shall (A) as applicable, (x) be entitled to apply such cash collateral to reimburse themselves or their Affiliates for any Bank Product Obligations or other amounts owing related thereto or (y) at the option of such Senior Lender, terminate the applicable agreements related thereto and make all payments pursuant thereto and (B) promptly return any unapplied portion of such cash collateral to such Subordinated Lender (or its agent) at such time as all obligations with respect to such Bank Products have been Paid in Full; and (iv) an amount, not otherwise assumed and/or indemnified by Subordinated Lenders, that Agent, in its reasonable business judgment, determines is sufficient to cover any contingent indemnification or expense reimbursement obligation of the Company or any other Loan Party under Section 11.1 of the Credit Agreement for wh...
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Option to Purchase Senior Debt. Notwithstanding any other provision herein, Subordinate Creditor shall have the option to purchase the Senior Debt from Senior Creditor by notifying Senior Creditor in writing thereof within ten (10) days following receipt of a Blockage Notice. Such purchase shall be effected by a closing no later than thirty (30) days following Subordinate Creditor’s notice. At such closing, Subordinate Creditor shall pay Senior Creditor cash equal to an amount which would result in Full Payment of the Senior Debt as of such closing, exclusive of any prepayment penalties or late charges, and Senior Creditor shall execute and deliver to Subordinate Creditor the original Senior Credit Documents, together with such endorsements, Collateral in Senior Creditor’s possession or control, assignments and other documents reasonably required by Subordinate Creditor; provided that Senior Creditor shall represent and warrant to Subordinate Creditor only that Senior Creditor holds the Senior Debt and Senior Credit Documents free and clear of any Liens and claims of third parties.
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Option to Purchase Senior Debt. If a payment default occurs under the GCUK Notes, the holders of the GCL Notes may, but are not required to, on giving not less than 10 business day’s notice, purchase the GCUK Notes at a price equal to 100% of principal amount and accrued and unpaid interest.
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Option to Purchase Senior Debt. (a) Upon the occurrence of (i) a Default under the Senior Creditor Documents or (ii) a Default under the Subordinate Creditor Documents that remains unwaived or uncured for a period of 120 days, Subordinate Creditor shall have the option at any time upon five (5) business days' prior written notice from Subordinate Creditor to Senior Creditor to purchase all of the Senior Debt from the Senior Creditor. Such notice from the Subordinate Creditor to Senior Creditor shall be irrevocable. (b) On the date specified by Subordinate Creditor in such notice (which shall not be less than five (5) business days, nor more than twenty (20) days, after the receipt by Senior Creditor of the notice from Subordinate Creditor of its election to exercise such option), Senior Creditor shall sell to Subordinate Creditor, and Subordinate Creditor shall purchase from Senior Creditor, the Senior Debt. The Senior Creditor hereby represents and warrants that, as of the date hereof, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, Subordinate Creditor shall (i) pay to Senior Creditor as the purchase price therefor the full amount of all the Senior Debt then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys' fees and legal expenses), and (ii) agree to reimburse Senior Creditor for any loss, cost, damage or expense (including reasonable attorneys' fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any checks or other payments provisionally credited to the Senior Debt, and/or as to which Senior Creditor has not yet received final payment. Such purchase price shall be remitted by wire transfer in federal funds to such bank account of Senior Creditor as Senior Creditor may designate in writing to the Subordinate Creditor for such purpose. Interest shall be calculated to but excluding the business day on which such purchase and sale shall occur if the amounts so paid by Subordinate Creditor to the bank account designated by Senior Creditor are received in such bank account prior to 2:00 p.m., Chicago time, and interest shall be calculated to and including such business day if the amounts so paid by the SubordinateCreditor to the bank account designated by Senior Creditor are received in such bank account later than 2:00 p.m., Chicago time. (d) Such purchase shall be expressly made without representa...
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Related to Option to Purchase Senior Debt

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • Option to Purchase Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises. The Assuming Institution shall give written notice to the Receiver within the option period of its election to purchase or not to purchase any of the owned Bank Premises. Any purchase of such premises shall be effective as of the date of Bank Closing and such purchase shall be consummated as soon as practicable thereafter, and in no event later than the Settlement Date. If the Assuming Institution gives notice of its election not to purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for such Bank Premises and associated Fixtures, Furniture and Equipment.

  • Election to Purchase (To Be Executed Upon Exercise of Warrant)

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on August 22, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $301,354,734, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

  • Conditions to Purchaser’s Obligation to Purchase The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Decision to Purchase The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement or this Assignment Agreement.

  • FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) TO: VERADIGM INC. The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number: ______________________ ________________________________________________________________ (Please print name and address) ________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________ (Please print name and address) _________________________________________________________________ Dated: ______________, _______ Signature Signature Guaranteed:

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Payment of Repurchase Price The Repurchase Price shall be payable, at the option of the Company or its assignee(s), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by Participant to the Company, or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within sixty (60) days after exercise of the Repurchase Option.

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