Promissory Note to Seller Sample Clauses

Promissory Note to Seller. Purchaser shall issue to Seller a promissory note ("Promissory Note") pursuant to S1.5 above in the amount of $750,000, or less to the extent that any purchase price adjustment is necessary pursuant to S1.4. Such Promissory Note shall have a five-year term and bear interest at the rate of 7% per annum. The Promissory Note shall be secured by a security interest in the Assets, with its payments and security subordinated to institutional lenders on terms satisfactory to those lenders. The Promissory Note and its related security agreement shall be substantially in the form of Exhibits 1.6 and 1.6.2.
Sample 1
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Promissory Note to Seller. Buyer shall issue a secured promissory note (the "Note") in favor of Seller, which Note shall be in the principal amount of 56.25% of the agreed upon historical cost of the Assets (determined according to GAAP) less the Assumed Liabilities at the Closing, less the $300,000.00 cash payment and less any reduction pursuant to Buyer's right of offset set forth in the last sentence of Section III.2. The Note will be due in eighteen equal monthly installments including accrued interest with the first such monthly installment being due the first day of the first month beginning after the Closing Date and subsequent installments being due the first day of each month thereafter. The Note will bear interest at ten percent (10%) per annum and will be secured by the inventory of Buyer. The Note may be prepaid at any time, in full or in part, without premium or penalty, provided that the Note shall be repaid immediately upon (i) any sale of all or substantially all of Buyer's assets, (ii) any sale of substantially all of the shares of Common Stock (or securities exchangeable or exercisable therefor or convertible thereto) of Buyer, (iii) any merger or consolidation involving Buyer as a result of which, following any such event, Buyer's and its respective affiliates and heirs own, in the aggregate, less than a majority of all outstanding shares of Common Stock of Buyer or such successor, (or securities exchangeable or exercisable therefor or convertible thereto) as applicable, or (iv) any transaction or series of transactions that results in the sale or transfer of equity securities (or securities exchangeable or exercisable therefor or convertible thereto) of Buyer and results in proceeds to Buyer or its subsidiary of consideration in excess of five million dollars ($5,000,000.00).
Sample 1

Related to Promissory Note to Seller

  • Promissory Note The Promissory Note as set forth in Section 2;

  • Promissory Notes Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and in a form attached hereto as Exhibit C. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted registered assigns).

  • Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • REVERSE REPURCHASE AGREEMENTS 1. Promptly after the Fund enters a Reverse Repurchase Agreement with respect to Securities and money held by the Custodian hereunder, the Fund shall deliver to the Custodian a Certificate, or in the event such Reverse Repurchase Agreement is a Money Market Security, a Certificate, Oral Instructions, or Written Instructions specifying: (a) the Series for which the Reverse Repurchase Agreement is entered; (b) the total amount payable to the Fund in connection with such Reverse Repurchase Agreement and specifically allocated to such Series; (c) the broker, dealer, or financial institution with whom the Reverse Repurchase Agreement is entered; (d) the amount and kind of Securities to be delivered by the Fund to such broker, dealer, or financial institution; (e) the date of such Reverse Repurchase Agreement; and (f) the amount of cash and/or the amount and kind of Securities, if any, specifically allocated to such Series to be deposited in a Senior Security Account for such Series in connection with such Reverse Repurchase Agreement. The Custodian shall, upon receipt of the total amount payable to the Fund specified in the Certificate, Oral Instructions, or Written Instructions make the delivery to the broker, dealer, or financial institution and the deposits, if any, to the Senior Security Account, specified in such Certificate, Oral Instructions, or Written Instructions.

  • Repurchase by Agreement The Trust may repurchase Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof at a price not exceeding the Net Asset Value per Share determined as of the time when the purchase or contract of purchase is made or the Net Asset Value as of any time which may be later determined, provided payment is not made for the Shares prior to the time as of which such Net Asset Value is determined.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Repurchase Agreement Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund; 3)

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities.

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