Note Portion Sample Clauses

Note Portion. At Closing, Purchaser shall pay to Seller, subject to Section 2.3 below, a portion of the Purchase Price (the "Note Portion") by executing and delivering non-interest bearing promissory notes (the "Promissory Notes"), in the form attached hereto as Exhibit B, with a tranche A portion and a tranche B portion in an amount equal to the total Note Portion amount set forth on the Estimated Purchase Price Statement, which amount shall be subject to adjustment to reflect the Final Purchase Price Statement. The Note Portion of the Purchase Price shall be divided into three tranches as follows: tranche A, consisting of the sum of those Note Portion amounts set forth on the Estimated Purchase Price Statement, and as adjusted as provided herein as set forth on the Final Purchase Price Statement, with a "Tranche A" designation; tranche B, consisting of the sum of that Note Portion amount set forth on the Estimated Purchase Price Statement, and as adjusted as provided herein as set forth on the Final Purchase Price Statement, with a "Tranche B" designation; and tranche C, consisting of the amount of the Deferred Portion. Solely tranche A and tranche C of the Note Portion (and not tranche B) shall be subject to reduction by way of offset pursuant to Section 10.3 of this Agreement; provided, however, that in no event shall tranche C of the Note Portion of the Purchase Price be subject to offset pursuant to Section 10.3 hereof at any time prior to the complete satisfaction and discharge (whether as a result of repayment pursuant to Section 2.3 or reduction by offset pursuant to Section 10.3 or any combination thereof) of tranche A of the Note Portion of the Purchase Price. Tranche B of the Note Portion shall be absolute and unconditional and not subject to offset.
Sample 1
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Note Portion. Purchaser shall deliver to Stockholder the Convertible Note, dated as of May 1, 1997, which shall be in the principal amount of SEK 10.697.500, with interest at the rate of 5.5% per annum payable quarterly via wire transfer, all due and payable April 30, 2000. The Note shall provide that the principal, together with any accrued interest thereon, may be prepaid, in full or in part, at any time prior to December 31, 1998, and interest shall thereupon cease on the portion so prepaid. The Note shall also provide that (x) at any time after December 31, 1998, the Note will be convertible at the option of the registered holder into shares of the common stock of Purchaser at the rate of one share for each SEK 90 of principal amount to be converted, (y) a holder desiring to convert shall give written notice to Purchaser not later than ten (10) days prior to the end of the term and (z) if not converted or paid in full on or prior to the end of the term the Note will thereupon be due and the conversion right will lapse. Purchaser shall also deliver to Stockholder the Note, dated as of May 1, 1997, which shall be in the principal amount of SEK 10.696.494, with interest at the
Sample 1
Note Portion. 3.1(b) Note Portion Deficiency....................................................... 5.2(d) Notice of Disagreement........................................................ 5.1(b) Orders........................................................................
Sample 1
Note Portion. Thirty percent (30%) of the Customer Base Purchase Price shall be paid in the form of four (4) equally denominated promissory notes payable at the per annum rate of eight percent (8%) in sixty (60) equal consecutive monthly installments, the first of which shall be due on February 1, 1996.
Sample 1

Related to Note Portion

  • Loan Amount 4. ACCOUNT NAME(S) .............................................................................................................................................................................. BANK NAME / BRANCH ...................................................................................................................................................................

  • Loan Payment Payments of principal, interest, and Late Charges (as defined in the Note) shall be made as provided in the Note.

  • Remaining Balance Each Receivable has a remaining balance of at least $5,000.00 and not greater than $58,136.41.

  • Outstanding Balance The balance on Lender's books and records shall be presumptive evidence (absent manifest error) of the amounts owing to Lender by the Borrowers; provided that any failure to record any transaction affecting such balance or any error in so recording shall not limit or otherwise affect the Borrowers' obligation to pay the Obligations.

  • TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES Section 9.01. Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans.

  • Available Balance Each time you use your Card, you authorize us to reduce the value available on your Card by the amount of the transaction and any applicable fees, taxes or other charges assessed by the merchant. Transactions that exceed the remaining balance on your Card are prohibited and should be declined at the point of sale. If, notwithstanding an insufficient balance, an authorization is received by the merchant or the merchant uses other means to proceed with the transaction, then you agree to reimburse us for any amount in excess of the Card balance for such a transaction. Refunds for Purchases Made with the Card. Any refund for goods or services purchased with the Card will be made in the form of a credit to the Card and pursuant to the refund policy of the merchants where such goods or services were purchased. If you receive a credit, the credit may not be added to the available funds on the Card for seven (7) business days. You are not entitled to receive a cash refund. Disputes with Merchants. We are not responsible for the delivery, quality, safety, legality or any other aspect of goods and services that you purchase from others with your Card. All such disputes should be addressed to the merchants from whom the goods and services were purchased.

  • Additional Public Interest Commitments Registry Operator shall comply with the public interest commitments set forth in Specification 11 attached hereto (“Specification 11”).

  • The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Loan Agreement, various currencies that shall have an aggregate value equivalent to the amount of one hundred million dollars ($100,000,000), being the sum of withdrawals of the proceeds of the Loan, with each withdrawal valued by the Bank as of the date of such withdrawal.

  • Optional Prepayments with Make-Whole Amount (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, any Series of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

  • Termination upon Liquidation or Purchase of the Mortgage Loans Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Optional Termination Holder of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (A) 100% of the Aggregate Collateral Balance plus one month's accrued interest thereon at the applicable Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennxxx, xxx xxxx Xxxassador of the United States to the Court of St. James's, living on the date hereof. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

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