Note C Clause Samples
Note C. For the purpose of calculating the Working Capital of the Company pursuant to the Stock Purchase Agreement Account No. 1540, Plant Materials And Operating Supplies, shall contain only the amount for plant materials and operating supplies located at Company facilities or locations and shall exclude any amount for the Company’s allocated share of plant materials and operating supplies located at facilities or locations belonging to Seller or other affiliated companies (which plant materials and operating supplies shall be retained by Seller or such other non-affiliated companies, as applicable, and shall not be assets as to which the Company has any rights of ownership, possession, use or access on and after the Closing Date).
Note C. The obligation of Borrower to repay Loan-C shall be evidenced by Note-C executed by Borrower, payable to the order of Lender, in the principal amount of $650,000.00.
Note C. With respect to Note C, the definition of Adjusted EBITDA is hereby modified to exclude any of Buyer's intra-company or related company debt, including but not limited to debt attributed to PPR. Adjusted EBITDA also shall not include any corporate overhead charges on the Non-Pivotal Business in excess of $50,000 per annum, and no direct third party costs incurred and paid by Buyer's corporate office on behalf of Non-Pivotal Business shall exceed the market rate at which such services could be obtained from unrelated third parties. If the Non-Pivotal Business pays any inter-company or related company debt, or any corporate overhead charges in excess of $50,000 per annum, or incurs any direct costs at prices in excess of prevailing market rates, then all such amounts shall be added back into the Adjusted EBITDA.
Note C. A Framework Provider‟s distance (via an approved route) to the outbreak point and biosecurity risks will be assessed. The Contracting Body may consult a number of agencies such as the local police and local authorities; and will take a number of factors into account, including risks/considerations such as distance to be travelled, type of road, route through sensitive/ susceptible areas, weather conditions, neighbouring land use, activist movement. The Contracting Body will consider the full cost of disposal, including cleansing and disinfection of the disposal facility. Framework Providers will be assessed according to their prices in the Pricing Matrix. The transportation cost between the outbreak/incident point and disposal facility will also be taken in to account. Framework Providers will also be asked whether they have staff who regularly work with susceptible animals – if so a quarantine fee may be payable by the Contracting Body, which will also be taken into account in the overall cost of providing the service. For further information about quarantine fees please refer to the specification of requirements. Framework Providers may be required to provide evidence of their current legislative approvals
Note C. Note C shall be that certain floating rate Construction Loan Promissory Note dated of even date herewith executed by Borrower in the amount of Four Million Four Hundred Fifty Eight Thousand Four Hundred Fifty Eight and No/100 Dollars ($4,458,458.00), together with all extensions, renewals and modifications thereof.