Unsecured Notes. The Seller holds of record and owns the Unsecured Notes free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Upon transfer of the Unsecured Notes in accordance with the terms of this Agreement, Buyer shall acquire good, valid and marketable title to the Unsecured Notes, free and clear of any Security Interests.
Unsecured Notes. The Notes are general, unsecured obligations, PARI PASSU in right of payment to all of our existing and future senior debt except for any secured indebtedness. Holders of any secured indebtedness would have claims that are superior to your claims as a holder of the Notes to the extent of the value of the assets securing such other indebtedness. If we become insolvent, file for bankruptcy, reorganize our business or close down, the assets which serve as collateral for any secured indebtedness would be available to satisfy the obligations under the secured indebtedness before any payments were to be made on the Notes.
Unsecured Notes. (a) Zero Coupon Senior Loan Note (unsecured) from Lifetime Brands UK Limited, a company incorporated and registered in England and Wales, to its shareholder, Lifetime Delaware Holdings, LLC, a limited liability company incorporated under the laws of Delaware, in the principal amount of £7,428,082 with a maturity date of October 31, 2016.
(b) Zero Coupon Subordinated Loan Note (unsecured) from Lifetime Brands UK Limited, a company incorporated and registered in England and Wales, to its shareholder, Lifetime Delaware Holdings, LLC, a limited liability company incorporated under the laws of Delaware, in the principal amount of £6,145,644 with a maturity date of October 31, 2016.
(c) Upon the completion of the Specified Acquisition and in connection with the transfer of all shares of the Specified Target from Lifetime Brands, Inc. to its subsidiary, Lifetime Brands UK Limited, Lifetime Brands UK Limited shall issue interest bearing promissory notes to Lifetime Brands, Inc. on terms substantially the same as could have been obtained had the Specified Target been acquired directly by Lifetime Brands UK Limited.
Unsecured Notes. On April 10, 2007, Realogy Group issued in a private placement $1,700 million of Senior Notes due 2014, $550 million of Senior Toggle Notes due 2014 and $875 million of Senior Subordinated Notes due 2015. On February 15, 2008, Realogy Group completed an exchange offer to register the privately placed notes under the Securities Act. The term "Existing Notes" refers to the privately placed notes and the exchange notes. On January 5, 2011, Realogy Group completed the Debt Exchange Offering to exchange its Existing Senior Notes and the 12.375% Senior Subordinated Notes for the Extended Maturity Notes and the Convertible Notes. On the settlement date of the Debt Exchange Offering, Realogy Group issued (i) $492 million aggregate principal amount of 11.50% Senior Notes, (ii) $130 million aggregate principal amount of 12.00% Senior Notes and (iii) $10 million aggregate principal amount of 13.375% Senior Subordinated Notes. The $64 million of 10.50% Senior Notes and the $41 million of 11.00%/11.75% Senior Toggle Notes were prepaid in November 2012 at a total cost of $109 million, including accrued interest and redemption premiums. The 11.50% Senior Notes mature on April 15, 2017 and bear interest payable semiannually on April 15 and October 15 of each year. The 12.00% Senior Notes mature on April 15, 2017 and bear interest payable semiannually on April 15 and October 15 of each year. The 12.375% Senior Subordinated Notes mature on April 15, 2015 and bear interest payable semiannually on April 15 and October 15 of each year. The 13.375% Senior Subordinated Notes mature on April 15, 2018 and bear interest payable on April 15 and October 15 of each year. We intend to redeem the Senior Subordinated Notes in the second quarter of 2013. The Senior Notes are guaranteed on an unsecured senior basis, and the Senior Subordinated Notes are guaranteed on an unsecured senior subordinated basis, in each case, by each domestic subsidiary of Realogy Group that is a guarantor under the senior secured credit facility or certain of Realogy Group's outstanding debt securities. The Senior Notes are guaranteed by Realogy Holdings on an unsecured senior subordinated basis and the Senior Subordinated Notes are guaranteed by Realogy Holdings on an unsecured junior subordinated basis.
Unsecured Notes. The Notes are “unsecured notes” for the purposes of section 283BH of the Corporations Act.
Unsecured Notes. On April 16, 2013, Realogy Group utilized $201 million of the remaining $218 million of net proceeds from the Company's initial public offering to redeem all of the outstanding Senior Subordinated Notes. On April 23, 2013, Realogy Group utilized the remaining net proceeds from the Company's initial public offering, cash on hand and borrowings under its revolving credit facility to redeem all of the $130 million of its 12.00% Senior Notes at a premium of 106%. On April 26, 2013, Realogy Group issued $500 million of 3.375% senior notes due 2016 (the " 3.375% Senior Notes"). Realogy Group used the net proceeds from the offering of the 3.375% Senior Notes of $494 million, along with borrowings under its revolving credit facility, to redeem all $492 million of its 11.50% Senior Notes at a redemption premium of 106%, plus accrued interest to the redemption date of May 28, 2013. The 3.375% Senior Notes are unsecured senior obligations of Realogy Group that mature on May 1, 2016. Interest on the 3.375% Senior Notes is payable semiannually on May 1 and November 1 of each year, which commenced on November 1, 2013. The 3.375% Senior Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility, the First Lien Notes and the First and a Half Lien Notes. The 3.375% Senior Notes are guaranteed by Realogy Holdings on an unsecured senior subordinated basis.
Unsecured Notes. On April 28, 2016, the Debtors entered into that certain Indenture, by and among ION Geophysical Corporation, as issuer, the other Debtors and GX Mexico, as guarantors, and Wilmington Savings Funds Society, FSB, as trustee (the “Original Second Lien Indenture”). The notes thereunder (the “
Unsecured Notes. On or prior to the Closing Date, the Lenders shall have received true and correct copies of the Unsecured Notes Documents, and all of the terms and conditions thereof shall be in form and substance satisfactory to the Administrative
Unsecured Notes. At any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of or premium payable in connection with the repayment or redemption of the Unsecured Notes, except (a) Loan Parties may repurchase, redeem, repay or prepay the Unsecured Notes (i) at any time, to the extent required by the terms of the Unsecured Notes Documents with the proceeds of any sale, lease, transfer or other disposition of, or insurance or condemnation with respect to, any of the Loan Parties’ properties or assets, (ii) prior to or substantially contemporaneously with any Acceptable Unsecured Notes Refinancing, with the proceeds from the sale or other disposition of Designated Assets in accordance with Section 2.7(a)(ii) and (iii) prior to or substantially contemporaneously with any Acceptable Unsecured Notes Refinancing, from any available funds in an amount not to exceed $15,000,000 in the aggregate, in the case of this clause (iii), so long as (x) upon giving pro forma effect thereto, average Undrawn Availability (as defined in the Revolving Credit Agreement as in effect on the Closing Date) is at least $20,000,000 for the 30 days preceding and as of the date of such payment, prepayment, repurchase, redemption, retirement or other acquisition, (y) the Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement as in effect on the Closing Date) determined on a Pro Forma Basis after giving effect to such payment, prepayment, repurchase, redemption, retirement or other acquisition, is not less than 1.10 to 1.00, and (z) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) pursuant to an Acceptable Unsecured Notes Refinancing and (c) in the case of any Unsecured Notes that remain outstanding immediately after the consummation of the Acceptable Unsecured Notes Refinancing, such Unsecured Notes may be (i) paid, prepaid, repurchased, redeemed, retired or otherwise acquired (x) with cash proceeds from an issuance of Equity Interests of the Borrower; provided, that such payment, prepayment, repurchase, redemption, retirement or other acquisition occurs within 30 days following the receipt of such cash proceeds and (y) in exchange for a contemporaneous issuance of Equity Interests of Borrower, (ii) pursuant to the refinancing of such Unsecured Notes with Permitted Refinancing Indebtedness or (iii) from any available funds (other than proceeds from the incur...
Unsecured Notes. Use, or permit to be used, any of the proceeds of any Advances to make any payment of principal or interest on the Unsecured Notes; provided, however, that:(i) Borrower may pay when due or pre-pay the Unsecured Notes, from time to time and in whole or in part, in an aggregate principal amount not to exceed $28,396,000 plus the associated call premium as set forth in the Unsecured Notes Indenture as long as no Default or Event of Default then exists or reasonably could be expected to result therefrom,
