Vendor Note Documents Sample Clauses
The 'Vendor Note Documents' clause defines and identifies the specific documents related to a vendor note, which is typically a promissory note or similar instrument issued by a vendor as part of a transaction. This clause outlines which documents are included under this term, such as the note itself, any related security agreements, and amendments or supplements. By clearly specifying what constitutes the Vendor Note Documents, the clause ensures all parties understand which documents are governed by the agreement, reducing ambiguity and potential disputes over document scope.
Vendor Note Documents. (a) A copy of the Vendor Note executed by the parties to it.
(b) Evidence (in the form of applicable bank statements or written confirmation from the applicable account bank(s)) that the aggregate of:
(i) the U.S. dollar equivalent (determined using the Exchange Rate (as defined in the Merger Agreement) applied in paragraph (e) of Section 7.02 of the Merger Agreement) of the aggregate balance standing to the credit of each Onshore VLN Account (after deducting any PRC withholding Tax that would apply if such balance were paid to Giant HK by way of dividends from WFOE (Zhengtu) or, as applicable, WFOE (Zhengduo));
(ii) the aggregate balance standing to the credit of the Offshore VLN Account; and
(iii) the U.S. dollar equivalent of the aggregate balance standing to the credit of the Onshore VLN Retention Accounts. is not less than the Vendor Note Amount.
(c) A copy of the Vendor Note Subordination Deed executed by the parties thereto (together with customary legal opinion in respect of the capacity, power, authority and legal personality of the Vendor Note Lender and the enforceability, legality and validity of obligations under the Vendor Note Subordination Deed).
Vendor Note Documents. The Vendor Note Documents to be delivered as a condition precedent in accordance with Part I of Schedule 2 (Conditions Precedent):
(a) contain all the terms of the arrangements between the Vendor Note Lender (and/or any of their respective Affiliates) and the Vendor Note Issuer and/or any member of the Group (and/or any of their respective Affiliates) in respect of the Vendor Note;
(b) subject to any conditionality in relation to the other Transaction Documents, are or, on the Closing Date, will be in full force and effect; and
(c) have not been amended, varied or supplemented from the form in which they were delivered as a condition precedent in accordance with Part I of Schedule 2 (Conditions Precedent) or waived (in whole or in part) and no consent has been given thereunder, save for any which are minor or technical or otherwise permitted under the Vendor Note Subordination Deed.