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Common use of Exchange and Closing Clause in Contracts

Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, Holder agrees to exchange from the Company the Original Note and Holder shall deliver and surrender to the Company at its principal offices for cancellation the Original Note held by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a New Note in the aggregate principal amount equal to the principal amount of the Original Note, plus the accrued and unpaid interest on the Original Note up to the Business Day immediately preceding the Closing Date in the form of Exhibit A to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree. (b) At Closing, the New Note issued in exchange for cancellation of the Original Note shall be deemed the full and final consideration for the cancellation of the Original Note, and notwithstanding anything to the contrary contained in the Original Note or otherwise, the Company and Holder hereby agree that upon the Closing: (i) the Company’s obligations under the Original Note held by Holder shall be deemed fully paid and satisfied; and (ii) the Original Note shall automatically terminate and have no further force and effect (other than those specific provisions which pursuant to the terms and provisions of the Original Note which expressly survive termination). Further, the Company and Holder hereby agree that upon the Closing the Company’s obligations to Holder pursuant to any security agreements previously entered into between the Company and Holder shall be deemed fully satisfied and the parties’ obligations to one another with respect to any security interests granted by the Company shall be governed solely by the Security Agreement Amendment entered into between the Company and the Holders pursuant to this Agreement. (c) Holder further agrees that it will write “PAID IN FULL” on the original of the Original Note surrendered to the Company pursuant to this Agreement and initial such phrase and return the originally executed version of the Original Note to the Company. Notwithstanding the foregoing, however, in the event the Holder does not inscribed the phrase “PAID IN FULL” on the Original Note, it hereby authorizes the Company’s agents and officers to write such phrase on the Original Note. In the event Holder has lost his, her or its Original Note, or such Original Note were lost, stolen or destroyed, Holder shall, instead of returning the Original Note, execute and deliver to the Company an affidavit of loss and indemnification undertaking (in a form acceptable to the Company) with respect to such Original Note and in which instrument the Holder acknowledges that the Original Note are cancelled and paid in full.

Appears in 2 contracts

Samples: Note Exchange Agreement, Note Exchange Agreement (Aeon Global Health Corp.)

Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, each Holder agrees to exchange from the Company the Original Note Note(s) and each Holder shall deliver and surrender to the Company at its principal offices for cancellation the such Original Note Note(s) held by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a New Note in the aggregate with a maximum principal amount equal to the principal amount of the Original Note, plus the accrued and unpaid interest as set forth on the Original Note up to the Business Day immediately preceding the Closing Date in the form of Exhibit A such Holder’s signature page to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing closing of the transactions contemplated by this Agreement (the “Closing”) shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree. (b) At Closing, the New Note Notes issued in exchange for cancellation of the Original Note Notes shall be deemed the full and final consideration for the cancellation of the such Original NoteNotes, and notwithstanding anything to the contrary contained in the Original Note Notes or otherwise, the Company and Holder Holders hereby agree that upon the Closing: (i) the Company’s obligations under the Original Note Notes held by Holder shall be deemed fully paid and satisfied; and (ii) the Original Note Notes shall automatically terminate and have no further force and effect (other than those specific provisions which pursuant to the terms and provisions of the Original Note Notes which expressly survive termination). Further, the Company and Holder Holders hereby agree that upon the Closing the Company’s obligations to Holder Holders pursuant to any security agreements previously entered into between the Company and Holder shall be deemed fully satisfied modified to include the terms and the parties’ obligations to one another with respect to any security interests granted by the Company shall be governed solely by conditions of the Security Agreement Amendment entered into between the Company and the Holders pursuant to this Agreement. (c) Each Holder further agrees that it will write “PAID IN FULL” on the original of the Original Note Notes surrendered to the Company pursuant to this Agreement and initial such phrase and return the originally executed version of the Original Note Notes to the Company. Notwithstanding the foregoing, however, in the event the Holder does not inscribed the phrase “PAID IN FULL” on the Original NoteNotes, it hereby authorizes the Company’s agents and officers to write such phrase on the Original NoteNotes. In the event Holder has lost his, her or its Original NoteNotes, or such Original Note Notes were lost, stolen or destroyed, Holder shall, instead of returning the Original NoteNotes, execute and deliver to the Company an affidavit of loss and indemnification undertaking (in a form acceptable to the Company) with respect to such Original Note Notes and in which instrument the Holder acknowledges that the Original Note Notes are cancelled and paid in full.

Appears in 2 contracts

Samples: Note Exchange Agreement, Note Exchange Agreement (Aeon Global Health Corp.)

Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, Holder agrees to exchange from the Company the Original Note Notes and Holder shall deliver and surrender to the Company at its principal offices for cancellation the Original Note Notes held by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a New Note in the aggregate principal amount equal to the principal amount of the Original Note, plus the accrued and unpaid interest on the Original Note Notes up to the Business Day immediately preceding the Closing Date in the form of Exhibit A to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree. (b) At Closing, the New Note issued in exchange for cancellation of the Original Note Notes shall be deemed the full and final consideration for the cancellation of the Original NoteNotes, and notwithstanding anything to the contrary contained in the Original Note Notes or otherwise, the Company and Holder hereby agree that upon the Closing: (i) the Company’s obligations under the Original Note Notes held by Holder shall be deemed fully paid and satisfied; and (ii) the Original Note Notes shall automatically terminate and have no further force and effect (other than those specific provisions which pursuant to the terms and provisions of the Original Note Notes which expressly survive termination). Further, the Company and Holder hereby agree that upon the Closing the Company’s obligations to Holder pursuant to any security agreements previously entered into between the Company and Holder shall be deemed fully satisfied and the parties’ obligations to one another with respect to any security interests granted by the Company shall be governed solely by the Security Agreement Amendment entered into between the Company and the Holders pursuant to this Agreement. (c) Holder further agrees that it will write “PAID IN FULL” on the original of the Original Note Notes surrendered to the Company pursuant to this Agreement and initial such phrase and return the originally executed version of the Original Note Notes to the Company. Notwithstanding the foregoing, however, in the event the Holder does not inscribed the phrase “PAID IN FULL” on the Original NoteNotes, it hereby authorizes the Company’s agents and officers to write such phrase on the Original NoteNotes. In the event Holder has lost his, her or its Original NoteNotes, or such Original Note Notes were lost, stolen or destroyed, Holder shall, instead of returning the Original NoteNotes, execute and deliver to the Company an affidavit of loss and indemnification undertaking (in a form acceptable to the Company) with respect to such Original Note Notes and in which instrument the Holder acknowledges that the Original Note Notes are cancelled and paid in full.

Appears in 1 contract

Samples: Note Exchange Agreement (Authentidate Holding Corp)