Common use of Description of Notes Clause in Contracts

Description of Notes. The Base Funding Notes and the Contingency Funding Notes shall bear interest from the applicable Issuance Date at the rates of 15% and 20% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 20% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

Description of Notes. Section 1.1. The Base Funding Notes to be issued, sold and delivered at the Contingency Funding Notes closing to Purchaser without any expense to Purchaser (i) shall be in the form of registered notes specified in Schedule I hereto in the aggregate principal amount of $8,000,000 dated the Closing Date, (ii) shall bear interest from the applicable Issuance Date date of issue at the rates rate of 15% and 207.40% per annum, respectively; providedpayable semiannually on the first day of each March and September following its issue (hereinafter called “Interest Payment Dates”), howeverexcept that the rate of interest on overdue principal and premium, that if any, and (to the extent legally enforceable) on any overdue installment of interest shall be 8.40% per annum after maturity, whether by acceleration or otherwise, until paid, (iii) shall become due and payable on March 1, 2021, (iv) shall be executed in the event that form of Exhibit A attached hereto and (v) may be in typewritten form. Interest on the Issuer defaults Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in any the amounts and with the premium, if any, set forth in Section 2 of this Loan Agreement. Section 1.2. Prior to the maturity and payment of interest the Notes and of any registered note or principal on notes received in exchange therefor (the term “Notes” as used in this Agreement shall be deemed to include any registered note or notes received in exchange therefor), any holder of any Note when may present the Note at the Company’s office in Nashua, New Hampshire, for immediate exchange for an equal principal amount of registered Notes of other denominations having the same becomes due maturity, rate of interest and payablecovenants as the Note so presented, and so far as consistent with their form, subject to the portion same terms and conditions as the Note so surrendered. Each such new Note shall be payable to such person or persons as such holder may designate, and such exchange or transfer shall be made without expense to such holder, and in such manner that no gain or loss of the principal or interest for which interest has not been paid when due or shall result therefrom. If any such portion Note is issued in the name of some person other than Purchaser, the Company reserves the right to employ a banking institution of its choice, and reasonably acceptable to Purchaser, to act as registrar of the Notes. Section 1.3. Interest and principal and premium, if any, to be paid in respect of the Notes shall be paid in such coin or interest which has not been paid when due shall bear interest currency of the United States of America as, at the rate time of 20% per annumpayment, is legal tender for the payment of public and private debts and shall be payable in accordance with the case provisions of Section 5.1 of the Base Funding Notes, Loan Agreement. Section 1.4. Purchaser shall make payment to the Company for the Notes to be purchased by Purchaser hereunder on the Closing Date (as defined in Section 3.1) by wiring Federal or 25% per annum, in other funds immediately available to the case order of the Contingency Funding NotesCompany at the principal office of Fleet Bank - N.H., 000 Xxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx 00000, ABA No. Interest shall accrue on 01-0-114-00495, Account Number 0000000 in the principal amount of the said Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extensionclosing.

Description of Notes. The Base Funding Notes and the Contingency Funding Notes shall bear interest from the applicable Issuance Date at the rates rate of 15% and 20% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 20% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable)A hereto, reflecting such amended term, term to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

Description of Notes. Section 1.1. The Base Funding Notes to be issued, sold and delivered at the Contingency Funding Notes closing to Purchaser without any expense to Purchaser (i) shall be in the form of registered notes specified in Schedule I hereto in the aggregate principal amount of $5,000,000 dated the Closing Date, (ii) shall bear interest from the applicable Issuance Date date of issue at the rates rate of 15% and 205.00% per annum, respectively; providedpayable semiannually on the fourth day of each March and September in each year, howevercommencing with the fourth day of September next succeeding the date hereof (hereinafter called “Interest Payment Dates”), except that the rate of interest on overdue principal and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest shall be 6.00% per annum after maturity, whether by acceleration or otherwise, until paid, (iii) shall become due and payable on March 4, 2010, (iv) shall be executed in the event that form of Exhibit A attached hereto and (v) may be in typewritten form. Interest on the Issuer defaults Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in any the amounts and with the premium, if any, set forth in Section 2 of this Loan Agreement. Section 1.2. Prior to the maturity and payment of interest the Notes and of any registered note or principal on notes received in exchange therefor (the term “Notes” as used in this Agreement shall be deemed to include any registered note or notes received in exchange therefor), any holder of any Note when may present the Note at the Company’s office in Nashua, New Hampshire, for immediate exchange for an equal principal amount of registered Notes of other denominations having the same becomes due maturity, rate of interest and payablecovenants as the Note so presented, and so far as consistent with their form, subject to the portion same terms and conditions as the Note so surrendered. Each such new Note shall be payable to such person or persons as such holder may designate, and such exchange or transfer shall be made without expense to such holder, and in such manner that no gain or loss of the principal or interest for which interest has not been paid when due or shall result therefrom. If any such portion Note is issued in the name of some person other than Purchaser, the Company reserves the right to employ a banking institution of its choice, and reasonably acceptable to Purchaser, to act as registrar of the Notes. Section 1.3. Interest and principal and premium, if any, to be paid in respect of the Notes shall be paid in such coin or interest which has not been paid when due shall bear interest currency of the United States of America as, at the rate time of 20% per annumpayment, is legal tender for the payment of public and private debts and shall be payable in accordance with the case provisions of Section 5.1 of this Loan Agreement. Section 1.4. Purchaser shall make payment to the Company for the Notes to be purchased by Purchaser hereunder on the Closing Date (as defined in Section 3.1) by wiring Federal or other funds immediately available to the order of the Base Funding NotesCompany at the principal office of Bank of America, or 25% per annum000 Xxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx 00000, ABA No. 00-0000000, Account Number 0000000 in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the said Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extensionclosing.

Description of Notes. The Base Funding Notes and the Contingency Funding Notes shall bear interest from the applicable Issuance Date April 8, 2013 at the rates rate of 15% and 2017% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 2022% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

Description of Notes. The Base Funding Notes and shall be dated the Contingency Funding Notes Closing Date, shall bear interest from the applicable Issuance Date such date at the rates rate of 15% and 2011.12% per annumannum prior to maturity, respectively; providedpayable monthly on the first day of each calendar month commencing April 1, however1994, that in and at maturity, to bear interest on overdue principal (including any overdue required or optional prepayment), premium, if any, and (to the event that the Issuer defaults in any payment of interest or principal extent legally enforceable) on any Note when the same becomes due and payable, the portion overdue installment of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 2013.12% per annum, shall be expressed to mature on December 1, 2000 and to be substantially in the case form attached as Exhibit A. Provided, however, that as long as (1) the Company is not in default of this Note Agreement and has a Consolidated Adjusted Net Worth that equals or exceeds $15,000,000 (as evidenced by delivery to Purchaser by Company of a certificate required under Section 6.6) and (2) the Base Funding Notesannual rate of interest on all money loaned to the Company by NBD under the New Facility Note (or any replacement facility) does not exceed the Prime Rate, or 25as defined in the original Amended and Restated Credit Agreement and Amendment to Term Loan Agreement, dated as of January 26,1996, between the Company and NBD (the "New Bank Agreement"), then the Notes shall bear interest at a rate of 10.87% per annum, in payable monthly on the case first day of the Contingency Funding Notes. Interest shall accrue calendar month, commencing on the principal amount first day of the Notes on a daily basis calendar month following the month in which the Company fulfills all the above conditions until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary any of the applicable Issuance Date for such Note andabove conditions are not met. If above conditions are not met, except as otherwise provided in this Agreementthen the interest rate shall revert to 11.12% or 13.12%, shall be added at such to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note)whichever is applicable. The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding Notwithstanding anything to the contrary contained herein or in the Notes, the July, 1996 Payment (as defined in Section 2.1) shall earn interest at a rate of 13.12% per annum from February 1, 1996 until paid in full. Each required prepayment of principal shall be considered to be overdue if it is not paid on its due date notwithstanding any Forbearance Default. The term "Notes" as used herein shall include each Amended and Restated Note issued delivered pursuant to this Agreement (the Original "Agreement") and each Note delivered in substitution or exchange therefor and, where applicable, shall include the singular number as well as the plural. Any reference to the Purchaser in this Agreement shall in all instances be deemed to include any nominee of the Purchaser or any separate account or other person on whose behalf the Purchaser has acquired the Notes and any Person to whom a Note is assigned. Concurrently with the execution and delivery to it of the Notes, each of the 1990 Notes shall be marked by Purchaser with the following legend: "This Note has been amended and, as amended, restated by a promissory note executed pursuant to an Amended and Restated Note Agreement, (i) each such Note shall be deemed amended to provide that clause (a) dated as of March 24, 1994, executed by Hurco Companies, Inc. and the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extensionpayee hereof."

Description of Notes. The Base Funding Notes and the Contingency Funding Notes shall bear interest from the applicable Issuance Date at the rates rate of 15% and 20% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 20% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Prior Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable)A hereto, reflecting such amended term, term to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.