Acquisition Promissory Note definition

Acquisition Promissory Note means the promissory note issued by Jazz LP in favour of the Successor Partnership on the closing of the Initial Public Offering as partial consideration in accordance with the Acquisition Agreement, representing the sum of (i) the net proceeds of the Initial Public Offering; (ii) the excess of the working capital transferred by the Successor Partnership to Jazz LP over the estimated working capital required by Jazz LP to operate its business, such excess amount having been determined as at the closing of the Initial Public Offering; and (iii) the proceeds of the drawdown under the Credit Facilities in the amount of $115.0 million made by Jazz LP at the closing of the Initial Public Offering, less the long-term debt of the Successor Partnership in the amount of $13.6 million assumed by Jazz LP at the closing of the Initial Public Offering under the Acquisition Agreement;
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Acquisition Promissory Note shall have the meaning set forth in the Recitals.
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Acquisition Promissory Note means the promissory note to be issued by Jazz LP in favour of the Successor Partnership on the closing of the Initial Public Offering as partial consideration in accordance with the Acquisition Agreement, representing the sum of (i) the net proceeds of the Offering estimated in the amount of $217.0 million;
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Examples of Acquisition Promissory Note in a sentence

  • The $50 Million Acquisition Loan was evidenced by that certain $50,000,000 Acquisition Promissory Note dated as of March 3, 2005, executed by Borrowers in favor of MPFC II ("$50 Million Note"); and the $30 Million Line of Credit Loan was evidenced by that certain $30,000,000 Line of Credit Promissory Note dated as of March 3, 2005, executed by Borrowers in favor of MPFC II ("$30 Million Line of Credit Note").

  • The Authority has covenanted to credit to the State any and all rent designated as Project Acquisition Promissory Note Payments accruing to the Authority under the agreements.

  • Acquisition Promissory Note During the three months ended March 27, 2021, as a result of the legal proceedings and decisions by the applicable governing bodies, the Company derecognized an acquisition promissory note and its accrued interest in the aggregate amount of $13,375,430 and recorded a gain on disposal of assets for the same amount which is recorded as a component of net (income) loss from discontinued operations for the three and nine months ended March 27, 2021.

  • Maker has previously executed in favor of Holder that certain Acquisition Promissory Note dated December 31, 1993 in the initial principal amount of $1,350,000.00, as subsequently amended ("Acquisition Promissory Note").

  • Except as provided for in this Agreement, the IP Security Agreement the Acquisition Promissory Note and the Royalty Agreement, Select has taken no action to encumber Sierra's rights to the Scheduled IP.

  • Ibid.• The 34th Weapons Squadron and the 88th Test and Evaluation Squadron are torelocate from Nellis AFB, Nevada, to Davis-Monthan AFB, transferring five HH- 60W Jolly Green IIs.33This appears to be a major AFSOC reorganization for units based in the United States, whichcould have oversight implications for Congress.

  • From a corporate responsibility perspective, he noted that companies should reflect on the long term value of the company and think about how they want to be branded for doing the right thing.o Barrick completed a socio-economic study in 2012 to identify benefits and impacts of mining activities in its local area.

  • Each of MPT TRS Entity and MergerCo shall not, and shall not permit any other Person to, amend, restate, or otherwise modify the Acquisition Promissory Note, as attached hereto as Exhibit D, except for those amendments, restatements or modifications as shall have been expressly agreed to in writing by the Company.

  • At the closing of the Initial Public Offering, an amount of $115.0 million was drawn by Jazz LP under the new term Credit Facilities (as defined herein) for the following purposes: (i) $99.1 million was used to fund the remaining portion of the Acquisition Promissory Note; (ii) $13.8 million was to repay other existing term indebtedness; and (iii) $2.1 million for the facility commitment fee.

  • Sierra hereby grants to Select a security interest in and lien (the "Lien") upon the Collateral (defined below) to secure the timely payment of all amounts owing by Sierra LLC to Select and performance of its obligations under the terms of the Acquisition Promissory Note (hereinafter collectively called the "Obligations").


More Definitions of Acquisition Promissory Note

Acquisition Promissory Note means the promissory note issued by Aeroplan LP in favour of the Predecessor Partnership, as partial consideration under the Acquisition Agreement, in an amount equal to $125 million, representing (i) the $300 million drawn at the closing of the Initial Public Offering by Aeroplan LP under the Existing Credit Facilities, less (ii) $168 million, representing the amount used at the closing of the Initial Public Offering by Aeroplan LP to fund the portion of the Aeroplan Canada Miles Redemption Reserve not funded by the net proceeds of the Initial Public Offering and $7 million, representing the amount used at the closing of the Initial Public Offering by Aeroplan LP to fund certain capital expenditures;
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Acquisition Promissory Note means that certain Promissory Note to be made by Mergerco in favor of the MPT TRS Entity (as the same may be amended, modified or restated), which shall evidence a loan by the MPT TRS Entity to MergerCo in the principal amount of Ninety-Three Million Two Hundred Thousand and 00/100 Dollars ($93,200,000.00), the proceeds of which shall be used to satisfy the obligations of the JV Entity and MergerCo set forth in the Merger Agreement;
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Related to Acquisition Promissory Note

  • Promissory Note means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.

  • Acquisition Note means a promissory note made by Borrower in favor of a Lender evidencing the Lender’s Applicable Percentage of the Acquisition Loan, substantially in the form of Exhibit G.

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Promissory Notes Security", "Record", "Security Account", "Software", and "Supporting Obligations".

  • Bridge Loan Agreement means that certain Senior Unsecured Interim Loan Agreement, dated as of December 20, 2007, among Tribune, the Bridge Lenders, the Former Bridge Loan Agent, JPMorgan Chase Bank, N.A., as syndication agent, and Citicorp North America, Inc. and Bank of America, N.A., as co-documentation agents, as amended, restated, supplemented or otherwise modified from time to time.

  • Secured Promissory Note is defined in Section 2.4.

  • Intercompany Note any promissory note evidencing loans made by any Grantor to Holdings or any of its Subsidiaries.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Senior Loan Agreement means that certain Term Loan Agreement, dated as of June 26, 2015, by and among Borrower and Senior Lenders, as amended, restated, supplemented or otherwise modified from time to time.

  • Project Loan Agreement means the Project Loan Agreement dated as of the date hereof among the Borrower, the Governmental Lender and the Fiscal Agent, as amended, supplemented or restated from time to time.

  • Bridge Note means a promissory note made by the Borrower in favor of a Bridge Lender, evidencing Bridge Loans made by such Bridge Lender, substantially in the form of Exhibit C-2.

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

  • Mezzanine Loan Agreement means that certain Mezzanine Loan Agreement, dated as of the date hereof, between Mezzanine Borrower and Mezzanine Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Term Loan Security Documents means the “Security Documents” as defined in the Term Loan Credit Agreement.

  • Construction Loan Agreement means the Loan Agreement to be entered into by and between the Construction Lender and the Partnership, as amended.

  • Original Financing Agreement means the development credit agreement for a Social Investment Program Project between the Recipient and the Association, dated April 7, 2003, as amended to the date of this Agreement (Credit No. 3740-BD).

  • Term Loan Agreement has the meaning assigned to such term in the recitals of this Agreement.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Prior Loan Agreement is defined in Recital A of this Agreement.

  • Term Note means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit B-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

  • Financing Agreement means any lease purchase agreement, installment sale agreement, loan agreement, line of credit or other agreement of the department or, with the approval of the director, and any agency, to finance the improvement, use or acquisition of real or personal property that is or will be owned or operated by one or more agencies of the State, the department or any agency, or to refinance previously executed financing agreements including certificates of participation relating thereto. The School shall not act as a guarantor of any such financing agreement.

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).