The Promissory Note. The outstanding principal amount of the Loan shall be evidenced by and subject to the terms of a promissory note, dated of even date herewith, substantially in the form set forth as Exhibit 1 hereto (as amended, renewed, restated, increased, consolidated or substituted from time to time, the "Note"), payable to the order of Lender and representing the obligation of Borrower to pay Lender the amount of the Loan, with interest thereon, as prescribed in Section 1.4. All references to the "Note" in this Loan Agreement and the Security Agreement (each as defined in this Loan Agreement) and in such other agreements and documents executed and delivered in connection with this Loan Agreement shall be deemed to be references to the Note referred to in this Section.
The Promissory Note. On the Effective Date, Congoleum will issue a promissory note to the Plan Trust in the initial aggregate principal amount of $2,738,234.75 (the "Original Principal Amount") which represents 51% of the market capitalization of Congoleum as of June 6, 2003, with such amount being subject to increase in the amount, if any, by which 51% of Congoleum's market capitalization based on the average trading prices at the close of trading for the 90 consecutive trading days beginning on the one year anniversary of the Effective Date, exceeds the Original Principal Amount. This adjustment amount could result in the principal amount of the note increasing materially. For example, if the adjustment amount were calculated based on the excess of 51% of the equity value of Congoleum over $2.7 million during the 90 consecutive day trading period ended March 31, 2005, the resulting adjustment amount would be $21.2 million. The form of the Promissory Note is attached to the Plan as Exhibit "F."
The Promissory Note. The outstanding principal amount of the Loan shall be evidenced by and subject to the terms of a promissory note, dated of even date herewith, substantially in the form set forth as Exhibit 1 hereto (the "Note") payable to the order of the Lender and representing the obligation of the Borrower to pay the Lender the amount of the Loan, with interest thereon, as prescribed in Section 1.4. The Lender is authorized to endorse the date and amount of the Loan and each repayment of principal and/or interest with respect thereto on the Schedule A annexed to and constituting a part of the Note, which endorsement shall constitute prima facie evidence of the information endorsed.
The Promissory Note. The Promissory Note has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
The Promissory Note. On or before September 23, 2004, PubliCARD shall deliver to the PBGC a non-interest bearing promissory note (the "Note"), substantially in the form of Exhibit A attached hereto, with a face amount of Seven Million Five Hundred One Thousand Three Hundred and Ten Dollars ($7,501,310.00), payable in cash to the PBGC. The Note shall be payable over a 7-year period, commencing September 23, 2004, and all payments shall be due on or before September 23, 2011.
The Promissory Note. The amounts payable to Anthony C. Selig under the Promissory Note (both principal and interest) are hereby replaced with the amounts of principal and interest payable to Sellers under Section 7 ("Sale and Purchase") of this Agreement. To the extent that the Promissory Note and/or the Deed of Trust are inconsistent in any way with this Agreement, the Promissory Note and the Deed of Trust are hereby modified by mutual consent of the parties thereto and this Agreement shall control in all respects.
The Promissory Note. At the Closing, DPW shall wire to an account designated by DPWF, the amount of $9,000,000 (the “Closing Funds”) and DPWF shall deliver, as consideration the receipt from DPW of the Closing Funds, the Promissory Note to DPW, which shall be in substantially the form attached hereto as Exhibit B.
The Promissory Note. At the time of execution of this Agreement, the Borrower shall execute and deliver to Lender a Promissory Note evidencing the obligations of Borrower in connection with Letters of Credit to be issued hereunder. Each payment by Lender pursuant to a drawing under a Letter of Credit shall constitute and be deemed an Advance by Lender to Borrower under the Promissory Note and this Agreement as of the day and time such payment is made by Lender and in the amount of such payment. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall have no right to borrow and Lender shall have no duty to lend hereunder, except to the extent of the payment of drafts drawn and presented in accordance with the terms of a Letter of Credit. At the time of an Advance hereunder or a repayment made in whole or in part thereon, a notation thereof shall be made on the books and records of the Lender. All amounts recorded shall be, absent manifest error, conclusive and binding evidence of (i) the principal amount of the Advances advanced hereunder, (ii) any accrued and unpaid interest owing on the Advances, and (iii) all amounts repaid on the Advances. The failure to record any such amount or any error in recording such amounts shall not, however, limit or otherwise affect the obligations of the Borrower under the Promissory Note to repay the correct and undisputed principal amount of the Advances, together with all interest accruing thereon.
The Promissory Note. Giving effect to the transactions hereunder and under the Purchase Agreement, the Promissory Note is validly issued and is free of all pledges, liens, encumbrances, and restrictions, except restrictions on transfer set forth in Section 2. Based in part upon the representations and warranties of IMC contained in Section 4.5, (a) no consent, authorization, approval, permit, or order of or filing with any governmental or regulatory authority is required under current laws and regulations in connection with the execution and delivery of this Note Agreement or the issuance of the Promissory Note, and (b) the offer, issuance, sale, and delivery of the Promissory Note will not, under current laws and regulations, require compliance with the registration requirements of the Securities Act or applicable state or foreign securities laws.
The Promissory Note. The Loan shall be evidenced by and subject to the terms of the promissory note, dated today, in the form of Exhibit A (the "Note"), payable to the Company on October 1, 1997. In consideration for ongoing management, financial and accounting consultation to the Company, the Loan shall not bear interest unless and until Wicker defaults under the Note, and after default shall bear interest at a rate equal to the prime rate at NationsBank N.A. (South) plus one percent (1%) per year.