Common use of Registration of Notes; etc Clause in Contracts

Registration of Notes; etc. (a) The Company will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company shall provide a copy of the Register to the Collateral Agent. The Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders records. Failure to make any recordation in the Register or in any Holders records, or any error in such recordation, shall not affect any Notes or any obligation thereunder.

Appears in 2 contracts

Samples: Intercreditor Agreement (NextWave Wireless Inc.), Intercreditor Agreement (NextWave Wireless Inc.)

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Registration of Notes; etc. (a) The Company Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company Issuer shall provide a copy of the Register to the Collateral Agent. The Company Issuer shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereofhereof, and any such recordation shall be conclusive and binding on the CompanyIssuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder.

Appears in 2 contracts

Samples: Note Purchase Agreement (NextWave Wireless Inc.), Purchase Agreement (NextWave Wireless Inc.)

Registration of Notes; etc. (a) The Company Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "RegisterREGISTER"). Promptly following the Closing and each subsequent change to the Register, the Company Issuer shall provide a copy of the Register to the Collateral Agent. The Company Issuer shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereofhereof, and any such recordation shall be conclusive and binding on the CompanyIssuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder's records. Failure to make any recordation in the Register or in any Holders Holder's records, or any error in such recordation, shall not affect any Notes or any obligation thereunder.

Appears in 2 contracts

Samples: Purchase Agreement (NextWave Wireless LLC), Collateral Agency Agreement (NextWave Wireless LLC)

Registration of Notes; etc. (a) The Company Parent Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company Parent Issuer shall provide a copy of the Register to the Collateral Agent. The Parent Issuer and the Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the CompanyParent Issuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder.

Appears in 2 contracts

Samples: Intercreditor Agreement (Navation, Inc.), Intercreditor Agreement (Manchester Financial Group, LP)

Registration of Notes; etc. (a) The Company will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company shall provide a copy of the Register to the Collateral Agent. The Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder.

Appears in 2 contracts

Samples: Intercreditor Agreement (Navation, Inc.), Intercreditor Agreement (Manchester Financial Group, LP)

Registration of Notes; etc. (a) The Company Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company Issuer shall provide a copy of the Register to the Collateral Agent. The Company Issuer shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the CompanyIssuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder.

Appears in 1 contract

Samples: Exchange Agreement (NextWave Wireless Inc.)

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Registration of Notes; etc. (a) The Company Parent will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company Parent shall provide a copy of the Register to the Collateral Agent. The Company Parent shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the CompanyParent, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder.

Appears in 1 contract

Samples: Intercreditor Agreement (NextWave Wireless Inc.)

Registration of Notes; etc. (a) The Company Parent Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company Parent Issuer shall provide a copy of the Register to the Collateral Agent. The Parent Issuer and the Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the CompanyParent Issuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders Holder’s records. Failure to make any recordation in the Register or in any Holders Holder’s records, or any error in such recordation, shall not affect any Notes or any obligation thereunder.

Appears in 1 contract

Samples: Intercreditor Agreement (NextWave Wireless Inc.)

Registration of Notes; etc. (a) The Company Parent Issuer will maintain (and make available for inspection by the Holders upon reasonable prior notice at reasonable times) at its address referred to in Section 10.1(c) a register for the recordation of, and shall record, the names and addresses of Holders (and any changes thereto), the respective amounts of the Notes of each Holder from time to time and the amount that is due and payable, and paid, to each Holder (the "Register"). Promptly following the Closing and each subsequent change to the Register, the Company Parent Issuer shall provide a copy of the Register to the Collateral Agent. The Parent Issuer and the Company shall deem and treat the Persons listed as Holders in the Register as the holders and owners of the corresponding Notes listed therein for all purposes of this Agreement; all amounts owed with respect to any Note shall be owed to the Holder listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Holder shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Notes. Each Holder shall record on its internal records the amount of its Notes and each payment in respect thereof, and any such recordation shall be conclusive and binding on the CompanyParent Issuer, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Holders records. Failure to make any recordation in the Register or in any Holders records, or any error in such recordation, shall not affect any Notes or any obligation thereunder.

Appears in 1 contract

Samples: Intercreditor Agreement (NextWave Wireless Inc.)

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