Florida Sample Note Purchase Agreement between Access Corp. and Ocean her Grin ten, N.V. 1. Introduction and Parties: The Florida Sample Note Purchase Agreement is a legally binding document executed between Access Corp., a Florida-based company, and Ocean her Grin ten, N.V., an international corporation. This agreement outlines the terms and conditions of the purchase of promissory notes issued by Access Corp by Ocean her Grin ten, N.V. 2. Definitions: This section provides a comprehensive list of terms used throughout the agreement, including "Promissory Notes," "Purchase Price," "Maturity Date," and other relevant keywords, ensuring clarity and understanding between both parties. 3. Note Purchase: Here, the agreement specifies the terms of the purchase, including the total amount and the price that Ocean her Grin ten, N.V. agrees to pay for the promissory notes issued by Access Corp. The agreement also mentions any associated rights, warranties, and representations made by Access Corp. 4. Settlement and Payment Obligations: This section details how the payment will be made by Ocean her Grin ten, N.V. to Access Corp. It outlines the mode of payment, the payment schedule, and any penalties or charges applicable in case of late or non-payment. 5. Representations and Warranties: Both parties affirm their respective rights, authorities, and capacity to enter into this Note Purchase Agreement. It covers representations regarding the legality of the agreement, the accuracy of financial statements, absence of pending litigation, and compliance with all applicable laws and regulations. 6. Default and Remedies: In case of any breach of the agreement by either party, this section outlines the consequences and remedies available to the non-breaching party. It may include termination rights, enforcement of security interests, or indemnification for damages incurred. 7. Release and Indemnification: This clause highlights the parties' agreement to release each other from any claims, damages, or losses arising out of or in connection with the execution of this agreement. It may also define the limitations and exclusions of liability. 8. Confidentiality: Both parties agree to keep all business-related information disclosed during the course of this agreement confidential. Specific terms regarding the treatment of confidential information, exceptions, and the duration of confidentiality are included. 9. Governing Law and Jurisdiction: This section determines that the agreement will be governed by Florida law and establishes jurisdiction in the state for any disputes arising from the agreement. 10. Entire Agreement and Amendments: The Florida Sample Note Purchase Agreement concludes with the statement that the agreement represents the entire understanding between the parties and supersedes any prior agreements or negotiations. It also specifies the procedure for making amendments to the agreement. Types of Florida Sample Note Purchase Agreements between Access Corp. and Ocean her Grin ten, N.V.: 1. Secured Note Purchase Agreement: If the promissory notes issued by Access Corp. are backed by collateral or security, this type of agreement would outline the specific provisions related to the securities and their enforcement. 2. Amended and Restated Note Purchase Agreement: If the parties have previously executed a note purchase agreement and want to modify or consolidate its terms, this document would serve as an amended and restated version, incorporating the changes made. 3. Cross-Border Note Purchase Agreement: If Ocean her Grin ten, N.V. is a foreign entity purchasing notes from Access Corp., this agreement would contain additional clauses addressing international trade laws, currency exchange, and any other pertinent cross-border considerations.