Purchase Price Note. At or prior to the Closing, Shareholder will enter into a credit facility (the "Credit Facility") pursuant to which Shareholder agrees to loan to the Company up to $3,600,000 (at a rate of $720,000 per month for five months). The initial advance shall be made on the later of August 1, 1996 or the Closing Date, and each advance thereafter shall be made on the first day of the month. Borrowings under the Credit Facility shall accrue interest from the date of advance at a fixed rate per annum equal to eight percent (8%). The outstanding principal balance under the Credit Facility (including all accrued and unpaid interest) shall be due and payable on December 31, 1996, provided that (i) in the event that, prior to such date, the Company has procured a commitment for financing to be used, in part, to repay the amounts due under the Credit Facility, then the final maturity date shall be extended for a period of time necessary to consummate such financing, such period not to extend beyond January 31, 1997, and (ii) in the sole discretion of Shareholder, the final maturity may be extended for up to three additional months during which time Shareholder will loan to the Company up to an additional $1,800,000 pursuant to advances not to exceed $600,000 per month, which advances will be evidenced by a promissory note. The outstanding principal balance outstanding under the Credit Facility (including all accrued and unpaid interest) is subject to prepayment under the terms set forth in the Credit Facility and shall be secured by a pledge of certain assets of the Company.
Purchase Price Note. Block 11 Xxxxxxxx, LLC (the “Developer”), hereby acknowledges itself to be indebted and, for value received, hereby promises to pay to the Housing and Redevelopment Authority in and for the City of Marshall, Minnesota (the “HRA”) or its registered assigns (the registered owner of this Note is referred to herein as the “Registered Owner”), the principal sum of Three Hundred Ninety-Nine Thousand Nine Hundred Ninety-Nine and 00/100 Dollars ($399,999.00), with interest thereon at the rate of 3.00% per annum. The principal amount of this Note shall equal, from time to time, the principal amount stated above, as reduced to the extent that such principal shall have been paid in whole or in part pursuant to the terms hereof. This Note is issued pursuant to that certain Contract for Private Development, dated as of [ ], 2022, as the same may be amended from time to time (the “Development Agreement”), by and between the HRA and the Developer. The amounts due under this Note shall be payable in 52 semiannual installments, commencing August 1, 2025, and on each February 1 and August 1 thereafter to and including February 1, 2051, or, if the first day of either February 1 or August 1 should not be a Business Day (as defined in the Development Agreement), the next succeeding Business Day (the “Payment Dates”) in the amounts shown in the schedule below (each a “Payment Installment”). On each Payment Date the HRA will credit against the Payment Installment then due, an amount equal to Available Tax Increments (as defined in the Development Agreement) received by the HRA in the 6-month period preceding such Payment Date. If, on any Payment Date, 25% of the Available Tax Increments received by the HRA in the 6-month period preceding such Payment Date is less than the amount shown in the schedule below, the Developer shall pay, by check or draft mailed to the HRA, an amount equal to the deficiency. Date Amount Date Amount Date Amount Date Amount 8/1/25 $2,399 8/1/32 $11,391 8/1/39 $13,212 8/1/46 $15,304 2/1/26 $2,399 2/1/33 $11,391 2/1/40 $13,212 2/1/47 $15,304 8/1/26 $6,239 8/1/33 $11,636 8/1/40 $13,493 8/1/47 $15,627 2/1/27 $6,239 2/1/34 $11,636 2/1/41 $13,493 2/1/48 $15,627 8/1/27 $10,237 8/1/34 $11,886 8/1/41 $13,780 8/1/48 $15,956 2/1/28 $10,237 2/1/35 $11,886 2/1/42 $13,780 2/1/49 $15,956 8/1/28 $10,459 8/1/35 $12,141 8/1/42 $14,073 8/1/49 $16,293 2/1/29 $10,459 2/1/36 $12,141 2/1/43 $14,073 2/1/50 $16,293 8/1/29 $10,685 8/1/36 $12,401 8/1/43 $14,372 8/1/50 $16,635 2/1...
Purchase Price Note. (i) In consideration of the issuance of the Letter of Credit, the entrance by RCG, Flightserv and/or Purchasers (or their designee(s)) into negotiations relating to the Novation Agreement and the value provided to Sellers in connection with the foregoing and (ii) as an inducement to HPC Capital Management to have consummated a financing transaction with RCG, Sellers hereby consent to the amendment and restatement of the Purchase Price Note, in accordance with Section 7 thereof and in the form attached hereto as Exhibit A (the "Amended Purchase Price Note"), in order to reduce the aggregate principal amount due thereunder and revise the payment terms thereof. Upon such amendment and restatement, Sellers shall return the original Purchase Price Note to Purchasers.
Purchase Price Note. The Note shall be due and payable as follows: (i) a principal amount equal to Five Million and No/100 Dollars ($5,000,000.00) (which amount shall be guaranteed by Exxx Xxxxxx pursuant to the terms of the Guaranty in the form attached hereto as Exhibit G) shall be payable in four (4) quarterly installments on or before the first anniversary of the Closing Date as more fully described in the Note; (ii) ten percent (10%) of the Purchase Order Price (as finally determined pursuant to Section 2.2(b) above), shall be payable on the first anniversary of the Closing Date; (iii) a principal amount equal to Five Million and No/100 Dollars ($5,000,000.00) shall be payable on the second anniversary of the Closing Date, and (iv) a principal amount of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) shall be payable on the third anniversary of the Closing Date. The Note shall bear interest at the rate of seven percent (7%) per annum, and accrued and unpaid interest shall be compounded annually and, with respect to any principal amount being repaid, shall be payable at the time of such principal repayment. The Note may be prepaid in whole or in part at any time without premium or penalty and shall be subordinated in all respects to all working capital indebtedness of Buyer incurred in connection with Buyer’s business and owing to one (1) or more third party institutional lenders.
Purchase Price Note. (a) On the terms and subject to the conditions set forth in this Agreement, Purchaser shall pay to Seller for the Membership Interest a purchase price (the “Purchase Price”) composed of the following:
Purchase Price Note. 4 2.2 Allocation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Purchase Price Note. Buyer will have at the Closing good title to the Purchase Price Note, free and clear of all Encumbrances other than arising pursuant to the terms of an Intercreditor Agreement, a copy of which is attached hereto as Exhibit 5.12(a) (the "Intercreditor Agreement"), and upon assignment of the Purchase Price Note to Sellers at Closing, Sellers will have good title to the Purchase Price Note, free and clear of all Encumbrances other than arising pursuant to the terms of the Intercreditor Agreement. Upon filing the requisite UCC financing statements and recording a mortgage with the appropriate Governmental Entities and paying all applicable fees, the Purchase Price Note will be secured by a valid, perfected second lien on all assets of SSI pursuant to the Amended and Restated Credit and Security Agreement between SSI and Sellers dated as of February 29, 2004 ("SSI Security Agreement") in the form attached hereto as Exhibit 5.12(b), Mortgage between SSI and Sellers dated as of February 29, 2004, in the form attached hereto as Exhibit 5.12(c) ("Mortgage Agreement"), and the Pledge Agreement dated March 2, 1999 between SSI and First Union National Bank, now known as Wachovia Bank National Association, which assigned its rights to Capital Crossing Bank, and which is to be assigned to Sellers ("SSI Pledge"), and at Closing the Buyer will be entitled to exercise all rights of the secured party under such agreements (except as provided therein and in the Intercreditor Agreement). Upon assignment of the rights of Buyer under the SSI Security Agreement and SSI Pledge at Closing, and filing the requisite UCC financing statements with the appropriate Governmental Entities and paying all applicable fees, Sellers will have a valid, perfected second lien on all of the assets of SSI, will be the holders of all rights of the secured party under the SSI Security Agreement and SSI Pledge (except for those rights of Capital Crossing Bank and in the Intercreditor Agreement) and will be entitled to exercise all of the rights of the secured party under the SSI Security Agreement and SSI Pledge without restriction (except as provided therein and in the Intercreditor Agreement).
Purchase Price Note. 41 Section 5.13 Binding Effect of SSI Documents .............. 41 Section 5.14 Solvency ..................................... 41
