Seller Promissory Note means an unconditional promissory note for the amount of US$ 2,500,000 (Two Million Five Hundred Thousand United States Dollars) issued by Seller in favor of Buyer and payable on Buyer's first demand, in the form attached hereto as Exhibit D.
The Seller Promissory Note shall be secured by a first mortgage on the Sellers real property located in Mobile, Alabama that we are acquiring as part of the transaction.
Of this amount, Three Million Five Hundred Twenty-Five Thousand and 00/100 Dollars ($3,525,000.00) is due at the closing of the transaction, and Five Hundred Twenty-Five Thousand and 00/100 Dollars ($525,000.00) will be Seller-financed as set forth in a promissory note (Seller Promissory Note).
On or before the Closing Date, the Buyer shall pay and discharge the indebtedness of the Company to the Seller in the principal amount of $39,000 by issuance to the Seller of the Seller Promissory Note.
In the event that the foregoing conditions subsequent are not fulfilled to the satisfaction of the Buyer within the forty-five (45) day period, the Buyer shall have the right to return Shares to the Seller in full satisfaction of the Seller Promissory Note.
At or prior to the Closing Date, (i) the Seller and the Companies will execute the Administrative Services Agreement, in substantially the form of Schedule 7.9 (the "ASA"), (ii) the Seller and PMACIC will execute the Support Agreements and (iii) the Seller will issue to PMACIC the Promissory Note, in substantially the form of Exhibit F-1 (the "Seller Promissory Note"), each with such changes therein as may be mutually acceptable to the parties hereto.