Repayment of Notes; Evidence of Debt. (i) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Initial Notes to the Purchaser Representative for the account of each Initial Purchaser on the Maturity Date, in an amount equal to the principal amount of the Initial Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. (ii) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the First Amendment Notes to the Purchaser Representative for the account of each First Amendment Purchaser on the Maturity Date, in an amount equal to the principal amount of the First Amendment Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. (iii) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Delayed Draw Notes to the Purchaser Representative for the account of each Delayed Draw Purchaser on the Maturity Date, in an amount equal to the principal amount of the Delayed Draw Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. (iv) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Additional Notes to the Purchaser Representative for the account of each Additional Purchaser on the Maturity Date, in an amount equal to the principal amount of the Additional Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. (v) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Second Amendment Delayed Draw Notes to the Purchaser Representative for the account of each Second Amendment Delayed Draw Note Purchaser on the Maturity Date, in an amount equal to the principal amount of the Second Amendment Delayed Draw Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. (vi) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Third Amendment Notes to the Purchaser Representative for the account of each Third Amendment Note Purchaser on the Maturity Date, in an amount equal to the principal amount of the Third Amendment Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. (b) The Notes (other than the Third Amendment Notes) will not be subject to any optional redemption. (c) Each Purchaser shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Issuer to such Purchaser resulting from each Note purchased by such Purchaser, including the amounts of principal and interest payable and paid to such Purchaser from time to time hereunder. (d) The Purchaser Representative shall maintain the Register in which it shall record (i) the amount of each Note purchased hereunder and the Class thereof, (ii) the amount of any principal or interest due and payable or to become due and payable from the Issuer to each Purchaser hereunder, (iii) any payment of interest in kind on any Note and the increase of the principal amount of each Note resulting therefrom, and (iv) the amount of any sum received by the Purchaser Representative hereunder for the account of the Purchasers and each Purchaser’s share thereof. (e) The entries made in the accounts and the Register maintained pursuant to paragraphs (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Purchaser or the Purchaser Representative to maintain such accounts or the Register, as applicable, or any manifest error therein shall not in any manner affect the obligation of the Issuer to repay the Notes in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register maintained by the Purchaser Representative pursuant to paragraph (d) of this Section and any Purchaser’s records, the Register shall govern.
Appears in 1 contract
Samples: Note Purchase Agreement (ATI Physical Therapy, Inc.)
Repayment of Notes; Evidence of Debt. (i) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Initial Notes to the Purchaser Representative for the account of each Initial Purchaser on the Maturity Date, in an amount equal to the principal amount of the Initial Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(ii) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the First Amendment Notes to the Purchaser Representative for the account of each First Amendment Purchaser on the Maturity Date, in an amount equal to the principal amount of the First Amendment Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(iiii) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Delayed Draw Notes to the Purchaser Representative for the account of each Delayed Draw Purchaser on the Maturity Date, in an amount equal to the principal amount of the Delayed Draw Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(ivii) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Additional Notes to the Purchaser Representative for the account of each Additional Purchaser on the Maturity Date, in an amount equal to the principal amount of the Additional Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(v) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Second Amendment Delayed Draw Notes to the Purchaser Representative for the account of each Second Amendment Delayed Draw Note Purchaser on the Maturity Date, in an amount equal to the principal amount of the Second Amendment Delayed Draw Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(vi) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Third Amendment Notes to the Purchaser Representative for the account of each Third Amendment Note Purchaser on the Maturity Date, in an amount equal to the principal amount of the Third Amendment Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(b) The Notes (other than the Third Amendment Notes) will not be subject to any optional redemption.
(c) Each Purchaser shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Issuer to such Purchaser resulting from each Note purchased by such Purchaser, including the amounts of principal and interest payable and paid to such Purchaser from time to time hereunder.
(d) The Purchaser Representative shall maintain the Register in which it shall record (i) the amount of each Note purchased hereunder and the Class thereof, (ii) the amount of any principal or interest due and payable or to become due and payable from the Issuer to each Purchaser hereunder, (iii) any payment of interest in kind on any Note and the increase of the principal amount of each Note resulting therefrom, and (iv) the amount of any sum received by the Purchaser Representative hereunder for the account of the Purchasers and each Purchaser’s share thereof.
(e) The entries made in the accounts and the Register maintained pursuant to paragraphs (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Purchaser or the Purchaser Representative to maintain such accounts or the Register, as applicable, or any manifest error therein shall not in any manner affect the obligation of the Issuer to repay the Notes in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register maintained by the Purchaser Representative pursuant to paragraph (d) of this Section and any Purchaser’s records, the Register shall govern.
Appears in 1 contract
Samples: Note Purchase Agreement (ATI Physical Therapy, Inc.)
Repayment of Notes; Evidence of Debt. (i) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Initial Notes to the Purchaser Representative for the account of each Initial Purchaser on the Maturity Date, in an amount equal to the principal amount of the Initial Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(ii) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the First Amendment Notes to the Purchaser Representative for the account of each First Amendment Purchaser on the Maturity Date, in an amount equal to the principal amount of the First Amendment Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(iiii) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Delayed Draw Notes to the Purchaser Representative for the account of each Delayed Draw Purchaser on the Maturity Date, in an amount equal to the principal amount of the Delayed Draw Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(ivii) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Additional Notes to the Purchaser Representative for the account of each Additional Purchaser on the Maturity Date, in an amount equal to the principal amount of the Additional Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(v) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Second Amendment Delayed Draw Notes to the Purchaser Representative for the account of each Second Amendment Delayed Draw Note Purchaser on the Maturity Date, in an amount equal to the principal amount of the Second Amendment Delayed Draw Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(vi) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Third Amendment Notes to the Purchaser Representative for the account of each Third Amendment Note Purchaser on the Maturity Date, in an amount equal to the principal amount of the Third Amendment Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(b) The Notes (other than the Third Amendment Notes) will not be subject to any optional redemption.
(c) Each Purchaser shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Issuer to such Purchaser resulting from each Note purchased by such Purchaser, including the amounts of principal and interest payable and paid to such Purchaser from time to time hereunder.
(d) The Purchaser Representative shall maintain the Register in which it shall record (i) the amount of each Note purchased hereunder and the Class thereof, (ii) the amount of any principal or interest due and payable or to become due and payable from the Issuer to each Purchaser hereunder, (iii) any payment of interest in kind on any Note and the increase of the principal amount of each Note resulting therefrom, and (iv) the amount of any sum received by the Purchaser Representative hereunder for the account of the Purchasers and each Purchaser’s share thereof.
(e) The entries made in the accounts and the Register maintained pursuant to paragraphs (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Purchaser or the Purchaser Representative to maintain such accounts or the Register, as applicable, or any manifest error therein shall not in any manner affect the obligation of the Issuer to repay the Notes in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register maintained by the Purchaser Representative pursuant to paragraph (d) of this Section and any Purchaser’s records, the Register shall govern.
Appears in 1 contract
Samples: Note Purchase Agreement (ATI Physical Therapy, Inc.)
Repayment of Notes; Evidence of Debt. (i) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Initial Notes to the Purchaser Representative for the account of each Initial Purchaser on the Maturity Date, in an amount equal to the principal amount of the Initial Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(ii) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the First Amendment Notes to the Purchaser Representative for the account of each First Amendment Purchaser on the Maturity Date, in an amount equal to the principal amount of the First Amendment Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(iii) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Delayed Draw Notes to the Purchaser Representative for the account of each Delayed Draw Purchaser on the Maturity Date, in an amount equal to the principal amount of the Delayed Draw Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(iv) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Additional Notes to the Purchaser Representative for the account of each Additional Purchaser on the Maturity Date, in an amount equal to the principal amount of the Additional Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(v) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Second Amendment Delayed Draw Notes to the Purchaser Representative for the account of each Second Amendment Delayed Draw Note Purchaser on the Maturity Date, in an amount equal to the principal amount of the Second Amendment Delayed Draw Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(vi) The Issuer hereby unconditionally promises to pay the outstanding principal amount of the Third Amendment Notes to the Purchaser Representative for the account of each Third Amendment Note Purchaser on the Maturity Date, in an amount equal to the principal amount of the Third Amendment Notes outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
(b) The Notes (other than the Third Amendment Notes) will not be subject to any optional redemption.
(c) Each Purchaser shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Issuer to such Purchaser resulting from each Note purchased by such Purchaser, including the amounts of principal and interest payable and paid to such Purchaser from time to time hereunder.
(d) The Purchaser Representative shall maintain the Register in which it shall record (i) the amount of each Note purchased hereunder and the Class thereof, (ii) the amount of any principal or interest due and payable or to become due and payable from the Issuer to each Purchaser hereunder, (iii) any payment of interest in kind on any Note and the increase of the principal amount of each Note resulting therefrom, and (iv) the amount of any sum received by the Purchaser Representative hereunder for the account of the Purchasers and each Purchaser’s share thereof.
(e) The entries made in the accounts and the Register maintained pursuant to paragraphs (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Purchaser or the Purchaser Representative to maintain such accounts or the Register, as applicable, or any manifest error therein shall not in any manner affect the obligation of the Issuer to repay the Notes in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register maintained by the Purchaser Representative pursuant to paragraph (d) of this Section and any Purchaser’s records, the Register shall govern.
Appears in 1 contract
Samples: Note Purchase Agreement (ATI Physical Therapy, Inc.)