Adjustments to Principal. (a) The Principal of this Note may be adjusted pursuant to Section 2.07 or Section 8.07 of the Merger Agreement.
Adjustments to Principal. (a) The Principal of this Note may be adjusted pursuant to Sections 2.2(a) of the Purchase Agreement.
Adjustments to Principal. 1.1 This Note and Security Agreement ("Note") has been delivered in accordance with the Letter of Intent dated as of March 30, 2006 ("Letter of Intent") executed by and between Payor and Payee .
Adjustments to Principal. (a) Upon the occurrence of an Event of Default and in the event the cash flow of Newco, defined for purposes of this Note to be Newco's operating cash flow determined in accordance with generally accepted accounting principles plus (i) borrowed money of Newco for capital expenditures and less (ii)(A) capital expenditures, (B) scheduled amounts of principal amortization as set forth on Schedule 3.2 hereto and (C) other principal amortization on debt incurred to fund Newco's operations, including amortization on borrowings to fund capital expenditures (and excluding optional prepayments and payments of principal under this Note) ("Cash Flow"), during the forty-eight (48) month period following the date hereof shall be less than $2,330,000 (which equals an average of $48,541.67 per month), or if calculated for a period shorter than forty-eight (48) months, the Cash Flow during such shorter period shall be less than the amount determined by multiplying $48,541.67 by the number of whole months or portions thereof in such shorter period, and Newco has been operated in all material respects in accordance with both the past operating practices of U.S. Tire Recycling Partners, L.P. and the ongoing written recommendations of the Holder(s), the amount of principal due and payable under ss.3.1 shall be reduced by an amount equal to seventy-five percent (75%) of (i) such actual or calculated shortfall in Cash Flow for the forty-eight month or shorter period, as the case may be, determined at the time of default, plus (ii) that amount equal to the interest heretofore paid by the Company under this Note that is in excess of the interest payable on the amount of principal as so adjusted in accordance with this section. During the term of this Note, the Company shall operate Newco as a wholly-owned subsidiary and shall not allocate overhead expense to Newco's operations except to the extent that such overhead expense applies directly to Newco's business and operations and based on Newco's predecessor's historical cost for such items.
