Examples of WCG Note in a sentence
Purchaser hereby agrees to be bound by Seller's obligations under the Letter Agreement dated February 23, 2002, between Seller and WCG (the "February 23 Agreement"), including, without limitation, paragraphs 1 and 4(e) thereof, with respect to the Claims, the WCG Note and the Excluded Claims.
Except as specifically provided in this Agreement, nothing shall restrict the right, power or ability of Seller to take any action it deems necessary or appropriate to protect its interests, including, without limitation, with respect to any Causes of Action that (i) WCG or any other Person may have against Seller or any of its Affiliates, or (ii) relate to the Claims or the WCG Note.
In consideration for the purchase by Purchaser of the Claims and the WCG Note, on the Closing Date Purchaser shall pay to Seller (or such other party or parties as Seller shall direct) One Hundred Eighty Million Dollars ($180,000,000) in the aggregate (the "Purchase Price") in cash.
Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Claims (as defined below) and the WCG Note, in the manner and subject to the terms and conditions set forth herein.
In accordance with Section 1146(c) of the Bankruptcy Code, the instruments transferring the Claims and the WCG Note to Purchaser shall contain the following endorsement: "Because this [instrument] has been authorized pursuant to Order of the United States Bankruptcy Court for the Southern District of New York relating to a chapter 11 plan of Williams Communications Group, Inc.
The sale of the WCG Note by WCG to the Issuer in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act by reason of Section 4(2) thereof.
Other than as contemplated by the Transaction Documents, the Issuers will not make or acquire any direct Investment in any Person other than, in the case of the Issuer, its Investment in the Co-Issuer, the WCG Note and any Financial Investments.
The proceeds of the Senior Notes, together with the proceeds of the issuance of the WCL Interest, will be used by the Issuer to purchase the WCG Note for $1,500,000,000.
Termination of Obligations of WCG Note Remarketing Agents.........................................
No implied covenants or obligations of or against the WCG Note Remarketing Agents shall be read into this Agreement.