Idaho Sample Note Purchase Agreement between Access Corp. and Ocean her Grin ten, N.V. A Note Purchase Agreement is a legally binding contract between two parties, Access Corp. and Ocean her Grin ten, N.V., for the purchase and sale of a promissory note issued by Access Corp. This agreement outlines the terms and conditions of the transaction, including the purchase price, the payment schedule, and any additional provisions or warranties. Key terms and clauses included in the Idaho Sample Note Purchase Agreement may include: 1. Parties: Clearly identify and define the parties involved in the agreement, which in this case are Access Corp., the seller, and Ocean her Grin ten, N.V., the buyer. Include their legal names, addresses, and contact information. 2. Consideration: Specify the purchase price or consideration for the promissory note. Typically, this is the amount of money that the buyer agrees to pay the seller in exchange for the note. 3. Note Description: Provide a detailed description of the promissory note being purchased, including the principal amount, interest rate, maturity date, and any additional terms that may impact the note's value or repayment. 4. Closing Date: Define the specific date on which the purchase and sale of the note will be finalized (i.e., the closing date). This ensures clarity and mutual agreement on the timeline of the transaction. 5. Representations and Warranties: Establish the representations and warranties made by both parties concerning the note's validity, enforceability, and any other relevant factors affecting the transaction. This section protects the buyer from any misrepresentation or undisclosed issues associated with the note. 6. Payment Terms: Outline the payment schedule and terms for the purchase price, including the due date, method of payment, and any potential penalties or interest charges for late payments. 7. Governing Law and Jurisdiction: Specify the state and jurisdiction where any disputes arising from the agreement will be resolved. In this case, as an Idaho Sample Note Purchase Agreement, it should refer to Idaho law and its courts. 8. Confidentiality: Include a confidentiality clause to ensure that both parties maintain the confidentiality of any sensitive information disclosed during the negotiation or execution of the agreement. 9. Termination: State the circumstances under which either party can terminate the agreement and the consequences or obligations associated with such termination. It's important to note that there may be different types or variations of the Idaho Sample Note Purchase Agreement. These variations would depend on the specific requirements or modifications requested by the parties involved, such as different payment terms, additional clauses, or specific provisions to address their unique circumstances. Each variation may be specifically tailored to the needs of Access Corp. and Ocean her Grin ten, N.V. in their specific transaction or business relationship.