Buyer's Note definition
Examples of Buyer's Note in a sentence
The Seller shall deliver to Buyer a ▇▇▇▇ of Sale, which shall be effective to vest in Buyer good and marketable title to the Drug Store Assets, free and clear of all mortgages, security interest, liens, encumbrances, pledges and hypothecation of every nature and description, except the Security interest securing Buyer's Note to the Seller.
In the event that the Buyer shall sell or otherwise transfer any of such Buyer's Note, the transferee shall be allocated a pro rata portion of such transferor Buyer’s Allocated Exchange Cap, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Allocated Exchange Cap allocated to such transferee.
In the event that the Buyer shall sell or otherwise transfer any of such Buyer's Note or Warrants, the transferee shall be allocated a pro rata portion of such Exchange Cap, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap allocated to such transferee.
The Buyer has the power and authority (including full corporate power and authority) to enter into and perform its obligations under this Agreement, the License Agreement, the Lease Assignment, the Supply Agreement, the Buyer's Note, the Buyer's Letter of Credit and all other documents that Buyer is to execute and deliver pursuant to this Agreement (the "Buyer Agreements") and to execute and deliver the Buyer's Agreements.
At the Closing, the Buyer will execute and deliver (i) the various agreements, certificates, instruments and documents referred to in §8.2 below, (ii) an instrument of assumption in substantially the form attached hereto as Exhibit D (the "Instrument of Assumption"), (iii) the cash portion of the Purchase Price by wire transfer to an account designated in writing by Seller to Buyer not less than two days prior to the Closing Date and (iv) the Buyer's Note and (v) the Buyer's Letter of Credit.