USA Seller Notes definition

USA Seller Notes means the promissory notes that may be issued by the USA Acquisition Subsidiaries upon the exercise of the Alternative Transfer structure pursuant to Section 1.3 of the USA Acquisition Agreement; provided, that (x) neither the United States Borrower nor any Subsidiary of the United States Borrower other than a USA Acquisition Subsidiary shall be an obligor under such promissory note, (y) upon the payment of the principal amount of such promissory note, the USA Acquisition Subsidiaries and the USA Acquired Subsidiaries owned by such USA Acquisition Subsidiary shall be released from all obligations under such promissory note and (z) the terms and conditions of such promissory note shall be as set forth in Exhibit E to the USA Acquisition Agreement.

Related to USA Seller Notes

  • Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.

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

  • Receivables Purchase Documents means those documents entered into in connection with any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer to SPCs all of their respective rights, title and interest in and to certain receivables for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.

  • Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.

  • Receivables Sellers means the Borrower and those Subsidiaries (other than Receivables Entities) that are from time to time party to the Permitted Receivables Facility Documents.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Receivables Purchase Facility means any securitization facility made available to the Borrower or any of its Subsidiaries, pursuant to which receivables of the Borrower or any of its Subsidiaries are transferred to one or more SPCs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

  • Advance Purchase Agreements means (a) an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services and payment in the normal course of business with credit periods which are normal for the relevant type of project contracts, or (b) any other trade credit incurred in the ordinary course of business.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Subsequent Mortgage Loan Purchase Agreement The agreement between the Depositor and the Seller regarding the transfer of the Subsequent Mortgage Loans by the Seller to the Depositor.

  • Receivables Purchase Price The amount described in Section 2.02 of the Pooling Agreement.

  • Mortgage Loan Purchase Agreement The agreement between the Seller and the Depositor, regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, substantially in the form of Exhibit D annexed hereto.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • MAC Notes The Classes of Modifiable And Combinable STACR® Notes shown on

  • Purchased Asset Documents means, with respect to a Purchased Asset, the documents comprising the Purchased Asset File for such Purchased Asset.

  • Purchase Agreements has the meaning set forth in the Recitals.

  • Lead Securitization Notes means Note A-1-A, Note A-1-B, Note A-1-C, Note A-1-D, Note A-1-E, Note B-1, Note B-2, Note B-3, Note B-4 and Note B-5 for so long as any such note is included in the Lead Securitization.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Sale and Purchase Agreement means the sale and purchase agreement entered into or to be entered into on the date of this Agreement between the Investor and the Company in the agreed form;

  • Purchased Interests has the meaning set forth in the Recitals.

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.

  • First Closing has the meaning set forth in Section 2.1(a).