Parent Notes Sample Clauses
Parent Notes. Any default shall occur under any of the Parent Notes. THEN (i) upon the occurrence of any Event of Default described in subsection 7.6 or 7.7, each of (a) the unpaid principal amount of and accrued interest on the Loans and (b) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrowers, and the obligation of each Lender to make any Loan shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Borrowers, declare all or any portion of the amounts described in clauses (a) and (b) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan shall thereupon terminate. Notwithstanding anything contained in the preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 9.6, then Requisite Lenders, by written notice to Borrowers, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not
Parent Notes. In the event Parent and the Company mutually agree in writing to effect an offering of debt securities as contemplated by Section 8.4(d) of the Merger Agreement, the Parties hereby agree that, notwithstanding anything contained in the Merger Agreement to the contrary, Parent shall be permitted to take such actions as necessary to effect the redemption of the 7.875% senior notes due 2022 of its indirect, majority-owned subsidiary, Wxxxxxxx Scotsman International, Inc., on or within 30 days following the Closing Date.
Parent Notes. The Lender shall have received counterparts of the Parent Notes under the Investment Agreement, in each case duly executed by the Parent.
Parent Notes. The Borrower shall have received gross proceeds of at least $20.0 million from the issuance by the Parent to NationsBank of a Parent Note (the proceeds of which immediately shall have been contributed by the Parent to the Borrower in exchange for Capital Stock of the Borrower), all on terms reasonably satisfactory to the Lenders. The Agent shall have received a copy, certified by an Executive Officer of the Borrower as true and complete, of the Parent Note issued to NationsBank, as originally executed and delivered.
Parent Notes. The Parent Notes to be issued to Seller pursuant to this Agreement have been duly authorized for issuance and, when issued and delivered by Parent in accordance with the provisions of this Agreement, will be validly issued and will constitute the valid, legal and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.
Parent Notes. (a) Change, amend, modify or supplement (collectively, "Change") the terms of any of the Parent Notes (or the Senior Note Indenture or any other agreement executed in connection therewith) if the effect of such Change is to: (i) increase the interest rate on or principal or other amount payable with respect to any of the Parent Notes; or (ii) change any other term if such change would increase the obligations of the obligor or confer additional rights to holders of any of the Parent Notes in a manner adverse to any Credit Party, Agent or any Lender.
(b) Renew, refinance or extend any of the Parent Notes without the prior written consent of the Agent. Parent shall notify Agent, at least three (3) months prior to the maturity, expiration or termination date of any of the Parent Notes, of Parent's intent to renew, refinance or extend such indebtedness (collectively, a "Refinancing"), which notice shall include the proposed terms and conditions of the Refinancing and the proposed documentation thereof.
Parent Notes. (a) The Parent shall promptly provide to the BPIAE Agent (in sufficient copies for all the Lenders, if the BPIAE Agent so requests) any information provided by it to the holders of the Parent Notes under the Permitted HY Documents.
(b) The Parent shall, promptly following the occurrence of the Sixth Amendment Effective Date, provide to the BPIAE Agent a copy of (i) the Parent Notes Indenture, (ii) the Parent Notes and (iii) any other Permitted HY Document promptly following their execution.
Parent Notes. Each of the Parent notes identified on Exhibit E attached hereto has been paid off in complete satisfaction of any and all principal and accrued interest owed thereunder as of the date hereof and each of the Parent notes identified on Exhibit C attached hereto are subject to a binding agreement between Parent and the holder thereof to be paid off immediately following the closing for the amounts and pursuant to the terms set forth in such agreements (each, a "Payoff Agreement"), complete and accurate copies of which have been provided to Purchaser's legal counsel. Exhibit D attached hereto identifies each and every holder of Parent notes that has entered into a binding agreement with Parent to exchange their existing Parent notes for notes to be issued by Purchaser (each, an "Exchange Agreement"), complete and accurate copies of which have been provided to Purchaser's legal counsel. Part 4.22 of the Disclosure Schedule identifies the holder of and outstanding principal of on every Parent note listed on Exhibit A and Exhibit B to that certain letter agreement dated as of January 14, 2003 by and between Parent and Purchaser and attached hereto as Exhibit F (the "January Letter Agreement") that has not, as of the date hereof, been paid off or is subject to a Payoff Agreement or an Exchange Agreement. No Selling Party is in default under any note or other indebtedness secured by the stock of the Selling Parties or assets of the Business other than the Parent notes identified on Exhibit C and Exhibit D attached hereto.
Parent Notes. The Selling Parties shall, within two business days of the Closing, pay off in full any Parent notes identified on Exhibit C in accordance with the terms of the Payoff Agreements to the extent such notes are not paid off directly by Purchaser pursuant to Section 2.2 herein, and furnish proof of such payment and discharge to Purchaser's legal counsel as promptly as practicable thereafter. With respect to Parent notes identified on Exhibit D as subject to Exchange Agreements, the Selling Parties shall cooperate with Purchaser in facilitating such exchange on or immediately following the Closing Date and shall use their reasonable best efforts to provide Purchaser's legal counsel with proof that the originals of such Parent notes have been returned to Parent for appropriate cancellation.
Parent Notes. Parent has provided to Arrangers on the Closing Date true, complete and correct copies of the Parent Financing Documents. All representations and warranties in the Parent Financing Documents were true and correct in all material respects on and as of the date made. The Parent Notes when issued and sold, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom. The offering documents for the issuance and sale of the Parent Notes as of their date, did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading (it being understood that no representation or warranty is being made with respect to information in respect of the initial purchasers thereof expressly provided by them for inclusion therein).