Existing Promissory Note definition
Examples of Existing Promissory Note in a sentence
Each Purchaser solely owns all right, title and interest in and to its respective Existing Promissory Note(s) and has not conveyed any interest or other right in any such Existing Promissory Note to any other Person or otherwise subjected, or allowed to be subjected, such Existing Promissory Note to any lien or other encumbrance.
The Company and CoBank now desire to amend and restate the Existing Promissory Note and Supplement.
The Existing Promissory Note, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
All loans and other amount due and owing under, or arising out of, the Existing Promissory Note shall be deemed to be due and owing hereunder and shall be subject to the terms and conditions of, and be evidenced by, this Note.
The execution of this Promissory Note and Supplement shall not constitute a novation of the indebtedness outstanding under the Existing Promissory Note and Supplement.
The Borrowers hereby acknowledge and agree that simultaneously with the Borrowers’ execution and delivery of this Note to the Lender, the Lender has delivered to the Borrowers the Existing Promissory Note.
For all purposes, including without limitation all income tax purposes, each Promissory Note Seller and Phoenix agree to treat such reduction of the Purchase Price by the amount of such accrued interest in the same manner as if such reduction had not been made and the Promissory Note Seller had made a payment of the accrued interest to Phoenix simultaneously with his or her receipt of an amount equal to the applicable Purchase Price less the principal amount of the applicable Existing Promissory Note.
This Note amends and restates in its entirety the promissory note made by the Borrowers in favor of the Lender pursuant to the Existing Loan Agreement in a maximum principal amount of $1,300,000,000 (the “Existing Promissory Note”) and this Note is given by the Borrowers as a continuation, rearrangement and extension, and not a novation, release or satisfaction of the Existing Promissory Note.
Except as set forth in the Existing Promissory Note and as permitted by Section 2 hereof, the terms of the Senior Indebtedness of the Company and its Subsidiaries do not limit or restrict the ability of the Company to perform its obligations under this Note including without limitation the payment of the obligations hereunder (whether interest or principal and whether in the form of scheduled payments, optional prepayments or mandatory prepayments).
On and after the Effective Date, the Existing Supplement and the Existing Promissory Note shall be governed by this Agreement.