Second Note Sample Clauses

Second Note. The second note ("Second Note") shall be in the principal amount of Two Million Nine Hundred Fifty Thousand and 00/100 ($2,950,000.00). The Second Note shall (i) bear interest at the rate of eight and one-half percent (8.5%) per annum, (ii) shall provide for monthly payments of principal and interest based on a 25-year amortization schedule; (iii) provide for a principal payment in the amount of One Million and 00/100 Dollars ($1,000,000.00) on the date which is eighteen (18) months from the date of the Second Note; and (iv) shall be fully due and payable on the date which is two (2) years from the date of the Second Note. The First Note and the Second Note are sometimes hereinafter collectively referred to as the "Notes".
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Second Note. Within five (5) calendar days after the receipt by ComVest of a certificate (the "FDA CERTIFICATE"), signed on behalf of the Company by its President and Chief Executive Officer, to the effect that (i) the FDA has completed its field audit at the Company and the Company has met with the lead auditor and conducted an exit (or completion) interview to review the results of the audit and to discuss with the lead auditor the findings, recommendations, citations and requirements that are likely to be, or, if then available, that are contained in the FDA's written report (including any Form 483) to be issued in connection with the audit, (ii) based on the exit interview, such written report (including any Form 483), if any, and taking into account discussions with the FDA audit team during the course of the audit, to the Company's knowledge, neither the FDA audit report, when issued, nor any interim finding, order or requirement issued by the FDA in connection with the audit contains or recommends any of the following: (A) any order requiring closure of one or more of the Company's present or contemplated lines of business; (B) any order requiring a product recall, which, if required to be implemented in accordance with its terms, would reasonably be expected to have a Material Adverse Effect; (C) the imposition of any fines that would reasonably be expected to have a Material Adverse Effect; or (D) any requirement to change the practices or business operations of the Company in a manner materially inconsistent with its present method of operation (except for such matters which the Company is then contesting in good faith) unless such changes are not reasonably expected to have a Material Adverse Effect or to have a materially adverse impact on its presently forecasted results of operations for 2005 and 2006 and (iii) the Company wishes to issue and sell the Second Note, ComVest shall purchase the Second Note. The purchase price for the Second Note to be purchased hereunder is $2,000,000 (the "SECOND NOTE PURCHASE PRICE"), which shall be payable by wire transfer of immediately available funds to the Company at the time of closing of such Second Note purchase (the "SECOND NOTE CLOSING Date"). If the FDA Certificate is not received by ComVest by November 15, 2005, then the Post-Closing Commitment shall automatically terminate and be of no further force or effect.
Sample 1
Second Note. The Second Loan shall be evidenced by a promissory note (as amended, supplemented, replaced or otherwise modified from time to time, the "Second Note"), substantially in the form of Exhibit A, with appropriate insertions, payable to the order of the Bank on or be(pound)ore the Second Termination Date in an amount equal to the Second Commitment Amount (if, less, in the aggregate unpaid principal amount of the Second Loan).
Sample 1
Second Note. The Loan Agreement is hereby amended by adding new Sections 2.5A, 2.5B., 2.5C and 2.5D immediately after Section 2.5 of the Loan Agreement as follows:
Sample 1
Second Note. As of March 6, 1997, Borrower shall execute and deliver to Lender the Second Note. In no event shall Lender be obligated, in any way whatsoever, to advance any additional funds to Borrower under or with respect to the Second Note or otherwise. All outstanding principal of, and accrued interest on, the Second Note shall become due and payable, without notice or demand, on the earlier of (1) the date that all outstanding principal of, and accrued interest on, the Note becomes due and payable, for any reason, including without limitation, upon the occurrence of an Event of Default under the Loan Agreement and (2) September 26, 2002. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, from and after the occurrence of an Event of Default, the outstanding principal balance of the Second Note shall bear interest at the Second Note Default Rate until such time as all of the Obligations are paid in full.
Sample 1
Second Note. Upon execution of this Agreement, the Subsidiary shall issue a secured subordinated promissory note substantially in the form attached hereto as Exhibit B in the principal amount of $1,400,000 (the "Second Note"). The parties acknowledge that the Purchaser delivered to the Subsidiary the purchase price of the Second Note on December 18, 2002.
Sample 1
Second Note. The Second Note shall be in the form annexed hereto as Exhibit D. The Second Note shall (a) have a principal amount of $1,000,000.00, (b) have a term of four years, with the principal amount thereof payable on the fourth anniversary date of the Closing Date, (c) not bear interest, (d) not be subject to adjustment or set off, (e) be subject to prepayment by NDI without penalty, (f) not be secured by a letter of credit, (g) be subject to acceleration if payment of the Note is accelerated and (h) be guaranteed by Xxxxxx.
Sample 1
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Second Note. The outstanding principal balance of the Second Note as of the date hereof is $25,000,000.00; ​
Sample 1

Related to Second Note

  • Note The word "Note" means and includes without limitation Borrower's promissory note or notes, if any, evidencing Borrower's Loan obligations in favor of Lender, as well as any substitute, replacement or refinancing note or notes therefor.

  • Subordinated Note At any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of the Subordinated Note, except as expressly permitted in the Subordination Agreement.

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

  • New Note Contemporaneously with the execution and delivery of this Amendment, the Borrower, as maker, shall execute and deliver a new revolving credit note, in the stated principal amount of $75,000,000, in favor of the Bank, as payee (the "New Note"), which New Note shall amend, restate and replace the Revolving Credit Note, dated as of October 18, 2005, from the Borrower, as maker, to the Bank, as payee, in the stated principal amount of $65,000,000, and which New Note, as the same may be amended, renewed, restated, replaced or other consolidated from time to time, shall be the "Revolving Credit Note" referred to in the Credit Agreement.

  • Convertible Note 9 Section 3.8

  • Replacement Note Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to Maker or, in the case of any such mutilation, upon surrender and cancellation of this Note, Maker will execute and deliver to Holder in lieu thereof, a replacement note dated as of the date of this Note, identical in form and substance to this Note and upon such execution and delivery all references in the Mortgage to this Note shall be deemed to refer to such replacement note.

  • Loan Agreement and Note Lender shall have received a copy of this Agreement and the Note, in each case, duly executed and delivered on behalf of Borrower.

  • Term Note The Term Loan shall be evidenced by the Term Note. At the time of the disbursement of the Term Loan or a repayment made in whole or in part thereon, a notation thereof shall be made on the books and records of the Bank. All amounts recorded shall be, absent demonstrable error, conclusive and binding evidence of (i) the principal amount of the Term Loan advanced hereunder, (ii) any accrued and unpaid interest owing on the Term Loan and (iii) all amounts repaid on the Term Loan. The failure to record any such amount or any error in recording such amounts shall not, however, limit or otherwise affect the joint and several obligations of the Borrowers under the Term Note to repay the principal amount of the Term Loan, together with all interest accruing thereon.

  • 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.

  • Replacement Debentures If (a) any mutilated Debenture is surrendered to the Company or the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debenture, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Debenture has been acquired by a bona fide purchaser, the Company shall execute in exchange for any such mutilated Debenture or in lieu of any such destroyed, lost or stolen Debenture, a new Debenture of the same series and of like tenor and principal amount, bearing a number not contemporaneously outstanding, and the Trustee shall authenticate and make such new Debenture available for delivery. In case any such mutilated, destroyed, lost or stolen Debenture has become or is about to become due and payable, or is about to be redeemed by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Debenture, pay or purchase such Debenture, as the case may be. Upon the issuance of any new Debentures under this Section 2.09, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith. Every new Debenture issued pursuant to this Section 2.09 in lieu of any mutilated, destroyed, lost or stolen Debenture shall constitute an original additional contractual obligation of the Company (whether or not the mutilated, destroyed, lost or stolen Debenture shall be at any time enforceable) and shall be entitled to all benefits of this Indenture equally and ratably with any and all other Debentures duly issued hereunder. The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debentures.

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