Note Purchasers definition
Examples of Note Purchasers in a sentence
This Agreement and the other Transaction Documents to which Issuer is a party constitute the entire agreement between Issuer, Administrative Agent, Collateral Agent, Paying Agent and Note Purchasers with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings (including the term sheets dated on or about September 2022), if any, relating to the subject matter hereof or thereof.
Issuer hereby makes the representations and warranties contained herein with the knowledge and intention that Administrative Agent and Note Purchasers are relying and will rely thereon.
The sale and purchase of the New Notes to be purchased by each applicable New Note Purchaser shall occur at the offices of Axxx Gxxx Sxxxxxx Hxxxx & Fxxx LLP, One Bryant Park, New York, New York 10036, at 10:00 a.m., Eastern time, at a closing (the “Closing”) on February 25, 2025 or on such other Business Day thereafter as may be agreed upon by the Company and the applicable New Note Purchasers (such date, the “Closing Date”).
The Series 2023-A Notes are being offered and placed by the Placement Agent on behalf of the Issuer directly to the Note Purchasers pursuant to a Private Placement Memorandum dated May 23, 2023 (the “Private Placement Memorandum”), which Private Placement Memorandum has been authorized and signed by the Issuer.
Administrative Agent shall not be liable to any of the Note Purchasers for any failure to comply with its obligations under this Section 13.6, except to the extent that such failure is attributed to Administrative Agent’s gross negligence or willful misconduct and results in demonstrable damages to such Note Purchaser as determined, in each case, by a court of competent jurisdiction on a final and non-appealable basis.