Seller’s Note. This language needs to remain bracketed until Xxxxxx gets the title report from Ketchikan Title.
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.
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).
Seller’s Note. At closing, Zeecol shall issue to Mx. Xxx 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 Mx. Xxx does not wish to convert by the sixth month anniversary from the date of closing, the $300,000 will be due to him, and Mx. Xxx 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.
Seller’s Note. As part of the purchase price, the Company will issue a Seller's Note to the order of Xxxxxxxxx XX 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 Xxxxxxxxx XX 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:
