Replacement Note Delivery Clause Samples

Replacement Note Delivery. On or before the day after the second anniversary of the Closing Date (time being of the essence), upon and in exchange for surrender and delivery to Buyer of the Non-Negotiable Promissory Note, Buyer shall execute and deliver to Seller, or any other Person designated by Seller by notice given to Buyer in accordance with Section 12.4, a promissory note, which in all respects shall be a fully negotiable instrument, in the form of Exhibit 6.B.2 (the "Replacement Note"). The original principal amount of the Replacement Note shall be the outstanding principal balance of the Non-Negotiable Promissory Note on such date, less the amount of any set off(s) made in accordance with Section 11.8 hereof.