The Note Purchase Agreement. This Note Purchase Agreement has been duly authorized, executed and delivered by the Company and the Guarantors and constitutes a valid and binding agreement of each of the Company and each Guarantor, enforceable against such Person in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless whether such enforceability is considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought and except as rights to indemnification may be limited by applicable law and public policy considerations (collectively, the “Enforceability Exceptions”).
The Note Purchase Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and each Guarantor, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
The Note Purchase Agreement. As of September 30, 2010 the Company and certain investors entered into a Note Purchase Agreement (“contratto per la sottoscrizione di obbligazioni”) (as amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”) governing, inter alia, the issuance of 3.75% Series G Senior Guaranteed Notes due September 15, 2017 (as amended, restated or otherwise modified from time to time, herein called the “Series G Notes”) and 4.25% Series H Senior Guaranteed Notes due September 15, 2020 (as amended, restated or otherwise modified from time to time, herein called the “Series H Notes” and, together with the Series G Notes, the “Notes”) and the terms and conditions thereof. Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Note Purchase Agreement.
The Note Purchase Agreement. The Note Purchase Agreement, the 2002 Senior Secured Fund Notes and the other Junior Credit Document (as defined in the Noteholder Intercreditor Agreement) shall have been executed in the form delivered to the Agent by the Borrower simultaneously herewith.
The Note Purchase Agreement. The Company represents and warrants to the Selling Agent that all information in the Note Purchase Agreement and other offering materials will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. If during the period prior to the final closing of the Financing, the Company becomes aware of any event as a result of which the Note Purchase Agreement or any other offering materials would include an untrue statement, of a material fact or omit to state a material fact necessary in order to make the statements in light of the circumstances in which they were made not misleading, the Company shall forthwith notify the Selling Agent thereof, and furnish to the Selling Agent an amended or supplemented Note Purchase Agreement and other offering materials which correct such statements or omissions.
