Replacement Promissory Notes Clause Samples

Replacement Promissory Notes. (a) The Borrower shall execute and deliver to the Lender on the date hereof the Replacement Promissory Note in substitution for and not satisfaction of, the issued and outstanding Revolving Promissory Note and the Replacement Promissory Note shall be the "Revolving Promissory Note" for all purposes of the Loan Documents. The Replacement Promissory Note shall not operate as a novation of the Obligations of the Borrower, or nullify, discharge, or release any such Obligations or the continuing contractual relationship of the Borrower in accordance with the provisions of the Loan Documents. All references in the Loan Documents to the "Revolving Promissory Note" shall be deemed to refer to the Replacement Promissory Note. (b) The Borrower shall execute and deliver to the Lender on the date hereof the Replacement Term Note in substitution for and not satisfaction of, the issued and outstanding Equipment Term Note and the Replacement Term Note shall be the "Equipment Term Note" for all purposes of the Loan Documents. The Replacement Term Note shall not operate as a novation of the Obligations of the Borrower, or nullify, discharge, or release any such Obligations or the continuing contractual relationship of the Borrower in accordance with the provisions of the Loan Documents. All references in the Loan Documents to the "Equipment Term Note" shall be deemed to refer to the Replacement Term Note. This Agreement is executed as of the date first written above. BORROWER: LENDER: THE ULTIMATE SOFTWARE GROUP, INC. SILICON VALLEY BANK By: /s/ Mitchell K. Dauerman By: /s/ Christopher L. Jones ----------------------------------------- ----------------------------- Name: Mitchell K. Dauerman Name: Christopher L. Jones ---------------------------------------- --------------------------- Title: Chief Financial Officer and Treasurer Title: Senior Vice President --------------------------------------- -------------------------- AMENDED AND RESTATED EQUIPMENT TERM NOTE $2,500,000 Atlanta, Georgia March 27, 2003 FOR VALUE RECEIVED, the undersigned, THE ULTIMATE SOFTWARE GROUP, INC., a Delaware corporation ("Borrower") promises to pay to the order of SILICON VALLEY BANK, a California-chartered bank ("Bank"), at such place as the holder hereof may designate, in lawful money of the United States of America, the aggregate unpaid principal amount of all equipment advances ("Equipment Advances") made by Bank to Borrower in accordance with the terms and conditions of the Loan and Secur...
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Replacement Promissory Notes. At such time that the Note ---------------------------- Principal of each of the Promissory Notes shall be adjusted pursuant to either or both of Sections 1.2.2.1 and 1.2.2.2, LSAI shall issue and deliver to the respective NPLI Shareholders (or the holder or holders of each of the Promissory Notes) a promissory note in replacement of the Promissory Note as required pursuant to Section 1.2.2.1 and Section 1.2.2.2 ("Replacement Note") in exchange for the Promissory Note.
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Replacement Promissory Notes executed by Borrower under the 98-1 Agreement and the 98-2 Agreement (in the forms attached as Exhibits E and F, respectively, to this Omnibus Amendment Agreement).
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Replacement Promissory Notes. The Revolving Promissory Note issued pursuant to the Loan Agreement in connection with the Committed Revolving Line is being replaced in its entirety with Exhibit E attached hereto. Borrower shall execute and deliver to Bank on the date hereof its Amended and Restated Revolving Promissory Note in the form of Exhibit E attached hereto and incorporated herein by reference (the “Replacement Revolving Promissory Note”), in substitution for and not satisfaction of, the issued and outstanding Revolving Promissory Note, and the Replacement Revolving Promissory Note shall be one of the Loan Documents. The promissory note being substituted pursuant to this Agreement shall be marked “Replaced” and returned to Borrower promptly after the execution and delivery of the Replacement Revolving Promissory Note.
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Related to Replacement Promissory Notes

  • Promissory Notes Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and in a form attached hereto as Exhibit C. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted registered assigns).

  • Secured Promissory Notes The Term Loans shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.

  • Replacement Notes If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

  • Promissory Note The Promissory Note is enclosed. The Chief Financial Officer is required to sign it and return it to the OPWC Loan Officer, ▇▇▇▇▇ ▇▇▇▇▇▇. It is preferable that you scan and email it to her at ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇.▇▇▇▇▇.▇▇.▇▇ but may also mail it to the address on our letterhead. Only use one method.

  • Form of Equipment Notes The Equipment Notes shall be substantially in the form set forth below: No. ____ Date: [__________, ____] $_______________________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 646, dated as of November 21, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on April 1, 1998, and thereafter on October 1 and April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.