Seller’s Note Sample Clauses

A Seller’s Note is a financial instrument used in business transactions where the seller provides a loan to the buyer to help finance the purchase. Typically, the buyer agrees to repay the seller over time, often with interest, according to agreed-upon terms set out in the note. This arrangement allows buyers to complete acquisitions even if they lack full upfront capital, while sellers can facilitate the sale and potentially earn additional income from interest. The core function of a Seller’s Note is to bridge financing gaps and make business sales more feasible for both parties.
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Seller’s Note. As verbally agreed by the Parties, the amount of the Seller’s Note is being reduced to eight million five hundred thousand dollars (US$8,500,000) through a Sellers’ Promissory Note in the terms contained in the Annex of this Agreement, which in all cases will be subordinated to the outstanding senior unsecured notes due by Tecnoglass on 2022.
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Seller’s Note. As part of the purchase price, the Company will issue a Seller's Note to the order of ▇▇▇▇▇▇▇▇▇ ▇▇ in the amount of CHF 1.7 mio. This Seller's Note will be subordinated to the Bank's Debt and will bear an interest rate of 5%. The following amounts are due under the Seller's Note: December 17, 2000 CHF 700'000.- December 17, 2001 CHF 1'000'000.- The Company may make cash payments of up to CHF 700'000.- in respect of the Seller's Note at any time on or after December 17, 2000 (any amounts of the Seller's Note set off by the Company against indemnification liabilities of ▇▇▇▇▇▇▇▇▇ ▇▇ shall not be considered payments for the purpose of this sentence). Additional payments in respect of the Seller's Note can only be made if one of the following two conditions is satisfied: 1) The full payment of CHF 1'000'000.- may be made if the then reported Consolidated Net Worth of the Borrower reaches at least CHF 10 mio.; or 2) A payment of less than CHF 1'000'000.- may be made if the Debt to Capital ratio (defined as net debt divided by net debt plus net worth) remains below 45% following such payment.
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Seller’s Note. Seller’s Note to be issued by Buyer at the Closing has been duly authorized for such issuance and, when issued and delivered by Buyer in accordance with the provisions of this Agreement, will be validly issued and will constitute a valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).
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Seller’s Note. This language needs to remain bracketed until Seller gets the title report from Ketchikan Title.
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Seller’s Note. At closing, Zeecol shall issue to M▇. ▇▇▇ a Convertible Note in the amount of $300,000, convertible into 3% of Green Dragon (or whatever the public entity post-closing is to be called) with a maturity date of 6 months. In the event that M▇. ▇▇▇ does not wish to convert by the sixth month anniversary from the date of closing, the $300,000 will be due to him, and M▇. ▇▇▇ will be obligated to pay $50,000 worth of his stock, or $50,000 in cash if he receives cash, to Green Dragon’s prior counsel (SRFK) for old outstanding fees.
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Related to Seller’s Note

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A ▇▇▇▇ of sale in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

  • Buyer Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed

  • Purchaser’s Closing Obligations On the Closing Date, Purchaser, at its sole cost and expense, will deliver the following items to Seller at Closing as provided herein: (a) The Purchase Price, after all adjustments are made as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.3; (b) A counterpart original of the Assignment of Leases, duly executed by Purchaser; (c) A counterpart original of the Assignment, duly executed by Purchaser; (d) Evidence reasonably satisfactory to Seller that the person executing the Assignment of Leases, the Assignment, and the Tenant Notice Letters on behalf of Purchaser has full right, power and authority to do so; (e) Written notice, in the form of Exhibit K, executed by Purchaser and to be addressed and delivered to the Tenants by Purchaser in accordance with Section 10.6 herein, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Security Deposit (specifying the exact amount of the Security Deposit) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the "Tenant Notice Letters"); (f) A counterpart original of the Closing Statement, duly executed by Purchaser; (g) Counterpart originals of the transfer tax declarations, each duly executed by Purchaser; (h) A certificate, dated as of the date of Closing, stating that the representations and warranties of Purchaser contained in Section 8.2 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein) or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder if any representation or warranty is not true and correct in all material respects; provided, however, that such event shall constitute the non-fulfillment of the condition set forth in Section 9.2(c). If, despite changes or other matters described in such certificate, the Closing occurs, Purchaser's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (i) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement.

  • SELLERS s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.