Senior Note Purchase Clause Samples
The Senior Note Purchase clause outlines the terms under which an investor or lender agrees to buy senior notes issued by a company. Typically, this clause specifies the amount, interest rate, maturity date, and any conditions precedent to the purchase, ensuring that the senior notes take priority over other forms of debt in the event of liquidation. By clearly defining the purchase process and the seniority of the notes, this clause provides certainty to both parties and helps allocate risk by establishing the lender’s priority in repayment.
Senior Note Purchase. The transaction contemplated under the Senior Note Purchase Agreement shall have been consummated contemporaneously with the Closing.
Senior Note Purchase. Agreements shall mean those certain note purchase agreements dated October 4, 2004 and January 27, 2005, by and among the Borrower and the Purchasers (in each case, as defined therein). Settlement Date shall mean the Business Day on which the Administrative Agent elects to effect settlement pursuant to Section 5.11 [Settlement Date Procedures]. Solvent shall mean, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. Standard & Poor’s shall mean Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.