Deferred Payment Note definition
Examples of Deferred Payment Note in a sentence
The Buyer shall have the right to satisfy any Loss hereunder by seeking to offset such Loss against Deferred Payments owing to the Seller pursuant to Article III hereof, including payments owing under any Deferred Payment Note.
The Deficit shall be payable in cash or, at the Buyer's option, by delivery of a Deferred Payment Note to the extent same is permitted under Section 3.3. Interest on any Deferred Payment Notes will be excluded in determining the Deficit.
The payment of the Fundamental Event Amount shall be deemed as a full and complete redemption and discharge of the Deferred Payment Note.
Notes in the aggregate ------------------------------- principal amount equal to the Deferred Payment Note Principal Payment shall have been duly executed and delivered to the Purchasers.
At and as of the payment in full of the Deferred Payment Note and the Secured Acquired Assets Promissory Note, the Buyer will have good and valid title to all of the Acquired Assets, free and clear of all Encumbrances other than any Encumbrance arising as a result of any action by the Buyer.
Payments in any given fiscal year of Solutia made by Solutia under the Solutia Deferred Payment Note shall be taken into account in calculating (A) the Solutia Cap for the fiscal year in which such payments are made, (B) the Solutia Payment and/or (C) with respect to payments of principal only, the Solutia share of the Shared Payment for the fiscal year in which amounts being repaid were borrowed.
Any amounts not paid when due under the Deferred Payment Note shall bear interest at the Overdue Rate.
If any provision of this Deferred Payment Note is in conflict with any statute or rule of law of the State of New York or is otherwise unenforceable for any reason whatsoever, then such provision shall be deemed to be restated so that it may be enforced to the fullest extent permitted by law, and the remainder of this Deferred Payment Note shall remain in full force and effect.
On the Tier II Closing (as defined in Section ------- 3.2 below), Buyer shall pay to Seller (i) $750,000 plus the Tier I Non-Deferred Amount (as calculated in accordance with Section 2.3.1 below) in cash by certified check or by wire transfer and (ii) the Tier I Deferred Amount (as calculated in accordance with Section 2.3.1 below) pursuant to a Deferred Payment Note in the form attached hereto as Exhibit L, with an initial principal --------- balance equal to the Tier I Deferred Amount.
It is agreed that time is of the essence in the performance of this Deferred Payment Note.