Seller Note. Purchaser may at any time prior to the Maturity ----------- Date (as defined in the Seller Note) and shall in the event of a Change of Control (as defined in the Seller Note), prepay in full the Seller Note by depositing the Principal Amount of the Seller Note and any accrued but unpaid interest thereon (collectively, the "Escrow Amount") into ------------- an escrow account reasonably acceptable to both Purchaser and Seller. The Escrow Amount will remain in escrow for the remaining term of the Note, upon which the Escrow Amount, and any interest earned thereon, will become the property of Seller. The escrow agreement (the "Escrow Agreement") shall provide (i) that all ---------------- amounts shall be paid to Seller at the Maturity Date unless (ii) the Purchaser would be entitled to offset any amount pursuant to Section 4 of the Seller Note against any amounts due and payable thereunder had such note remained outstanding, in which event Seller shall be entitled to a distribution from the Escrow Account of such amount, together with any interest due thereon, and (iii) any amounts held in escrow as of the Maturity Date that are subject to an unresolved claim by Purchaser duly and timely made hereunder shall remain in the Escrow Account until such claim is finally resolved in accordance with the terms of this Agreement. The Escrow Agreement shall provide that all distributions from the Escrow Account (including any distribution to Seller on or following the Maturity Date) shall only be made upon the presentation of joint written instructions to the Escrow Agent executed by each of Purchaser and Seller. The Escrow Agreement shall otherwise contain such other customary terms and conditions as are agreed to by Purchaser and Seller.
Seller Note. The balance of the Purchase Price (subject to adjustment pursuant to Section 3.6 hereof) shall be evidenced by a promissory note from the Purchaser in favor of the Sellers executed and delivered at the Closing (the “Seller Note”). The Seller Note shall be in substantially the form attached hereto as Exhibit “C”, shall be paid in thirty (30) months following the Closing and shall bear interest at the simple annual fixed rate of seven percent (7%). Principal payments in the amount of Two Hundred Fifty Thousand and 00/100s Dollars ($250,000.00) each, together with accrued and unpaid interest shall be made quarterly during the term of the Seller Note. The Seller Note shall be secured by (i) a pledge in favor of the Sellers (in substantially the form attached hereto as Exhibit “D”) of the equity interests of all entities of Purchaser which will hold record title to the Properties, (ii) second priority mortgages on the Real Property (except for the Home Office and Homestead Manor in Stamps, Arkansas “Homestead”), (iii) subordination agreements for all related-party contracts (including related-party leases, management agreements and related-party debt payments) and (iv) the guaranty of AdCare Health Systems, Inc. (the “ADK Guaranty”) in substantially the form attached hereto as Exhibit “E”. Title to the Home Office shall not pass to Purchaser until the Seller Note is paid in full as provided in Section 2.5(c).
Seller Note. Where a Series Notice so provides, the Trustee may issue a debt instrument (the Seller Note) to the relevant Approved Seller with respect to any ongoing obligations of the Approved Seller with respect to Purchased Receivables acquired from the Approved Seller by the Trustee.
Seller Note. (a) On the Closing Date, Recco issued to the Seller the seller note substantially in the form of Exhibit A (the "Seller Note"). The principal amount of the Seller Note shall be calculated pursuant to the Daily Report and, on any day, shall be equal to the Seller Interest on such day. The Seller Note shall (x) be dated the Closing Date, and (y) be stated to mature on the Scheduled Maturity Date. Interest on the principal amount of the Seller Note shall accrue and be payable on each Determination Date, as provided in the Security Agreement, at a rate per annum equal to the Seller Note Interest Rate. Accrued but unpaid interest on Seller Note shall not be capitalized. The principal amount of the Seller Note shall not be increased after the Commitment Termination Date.
Seller Note. At the Closing, Buyer shall deliver to Seller a promissory note in the principal amount of Four Million Dollars ($4,000,000) (the “Seller Note”), in the form of Exhibit A hereto.
Seller Note. The Company shall not, and shall not permit any Restricted Subsidiary to, and Parent shall not, consolidate with or merge with or into the issuer of or other obligor under (or any guarantor of) the Seller Note or otherwise assume, directly or indirectly, the Debt represented by the Seller Note, unless immediately after giving pro forma effect to such consolidation, merger or assumption:
Seller Note. The Seller Note, executed by Purchaser;
Seller Note. A copy of the Seller Note and all related documents and a subordination agreement covering the Seller Note and the related documents in a form satisfactory to Lender.
Seller Note. 51 11.2 Form ................................................................................................... 51 (ii) 12. LIMITS ON RIGHTS OF NOTEHOLDERS AND BENEFICIARY ................................................................. 51
Seller Note. None of the Loan Parties nor any of its affiliates will amend, modify, or waive any of its rights under, the Seller Note.
