DIP Note Purchase Agreement definition
Examples of DIP Note Purchase Agreement in a sentence
The DIP Facility Claims shall be Allowed in the amount provided under the DIP Note Purchase Agreement.
On the Effective Date, subject to the terms of the DIP Note Purchase Agreement, each Holder of a DIP Facility Claim shall receive, in full and final satisfaction, settlement, release and discharge of its DIP Facility Claim, its Pro Rata share of (i) Cash in an amount equal to the DIP Facility Effective Date Repayment Amount and (ii) (at each such Holder’s election) the Roll-Over Notes or the loans under the Roll-Over Facility (if any).
All distributions to Holders of DIP Facility Claims under this provision on account of DIP Facility Claims shall be made by the Debtors to the DIP Agent for delivery by the DIP Agent to individual Holders of such Claims in accordance with the provisions of the DIP Note Purchase Agreement, or as otherwise agreed between the DIP Agent and any Holder of an Allowed DIP Facility Claim.
Delivery of an executed counterpart of a signature page to this Amendment by Milacron - Amendment No. 2 to the DIP Credit Agreement Amendment No. 1 to the DIP Note Purchase Agreement telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 3: In the event an employee is issued a proposed notice of an adverse action, the deciding official, upon request and prior to the notice of decision, shall meet with the employee and representative of his/her choice to allow the employee to reply to the notice of proposed adverse action.
Each DIP Note Party hereby acknowledges that, as of the date hereof, the security interests and liens granted to Collateral Agent and the Purchaser under the DIP Note Purchase Agreement and the other DIP Note Documents are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the DIP Note Purchase Agreement and the other DIP Note Documents.
Each Guarantor consents to the execution and delivery by the DIP Note Parties of this Amendment and the consummation of the transactions described herein, and ratifies and confirms the terms of the Guaranty to which such Guarantor is a party with respect to the indebtedness now or hereafter outstanding under the DIP Note Purchase Agreement as amended hereby and all promissory notes issued thereunder.
To the extent any terms and conditions in any of the other DIP Note Documents shall contradict or be in conflict with any terms or conditions of the DIP Note Purchase Agreement, after giving effect to this First Amendment, such terms and conditions are hereby deemed modified and amended accordingly to reflect the terms and conditions of the DIP Note Purchase Agreement as modified and amended hereby.
This First Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the DIP Note Purchase Agreement and the other DIP Note Documents or an accord and satisfaction in regard thereto.
No DIP Note Party is aware of any claim or offset against, or defense or counterclaim to, any DIP Note Party’s obligations or liabilities under the DIP Note Purchase Agreement or any other DIP Note Document.