Guaranteed Purchase Money Notes and Non-Guaranteed Purchase Money Notes Sample Clauses

Guaranteed Purchase Money Notes and Non-Guaranteed Purchase Money Notes. In connection with the sale of the Assets to the Company, the Company as of the Closing Date has issued to the Receiver, as Initial NGPMN Holder, three Classes of Non-Guaranteed Purchase Money Notes with the designations of (1) the Class NG-1 Purchase Money Note in the principal face amount of $54,494,000.00, (2) the Class NG-2 Purchase Money Note in the principal face amount of $27,247,000.00 and (3) the Class NG-3 Purchase Money Note in the principal face amount of $27,247,000.00. Pursuant to the terms of Section 2.19, the Non- Guaranteed Purchase Money Notes are convertible into one or more Classes of Guaranteed Purchase Money Notes and, which, upon the exercise by the Initial NGPMN Holder of the Conversion Right with the consent of the Purchase Money Notes Guarantor, the Class designation of the Converted Guaranteed Purchase Money Note shall be converted from a Class NG Purchase Money Note to a new Class designation in accordance with Section 2.19(b).
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Guaranteed Purchase Money Notes and Non-Guaranteed Purchase Money Notes. In connection with the sale of the Assets to the Company, the Company as of the Closing Date has issued to the Receiver, as a Holder, (A) two Classes of Guaranteed Purchase Money Notes with the designations of (1) the Class A-1 Purchase Money Note in the principal face amount of $155,901,000.00 (inclusive of the Purchase Money Notes Issuance Fee) and (2) the Class A-2 Purchase Money Note in the principal face amount of $77,950,000.00 (inclusive of the Purchase Money Notes Issuance Fee) and (B) one Class of Non-Guaranteed Purchase Money Notes with the designation of Class NG Purchase Money Note in the principal face amount of $77,950,000.00 (inclusive of the Purchase Money Notes Issuance Fee). Pursuant to the terms of Section 2.19, the Non-Guaranteed Purchase Money Notes are convertible into one or more Classes of Guaranteed Purchase Money Notes and, which, upon the exercise by the Initial NGPMN Holder of the Conversion Right with the consent of the Purchase Money Notes Guarantor, the Class designation of the Converted Guaranteed Purchase Money Note shall be converted from a Class NG Purchase Money Note to a new Class designation in accordance with Section 2.19(b).
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Related to Guaranteed Purchase Money Notes and Non-Guaranteed Purchase Money Notes

  • Indebtedness Create, incur, assume or suffer to exist any Indebtedness, except:

  • Subordinated Debt (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Bank.

  • Limited Obligations This Agreement does not create any obligation of the Securities Intermediary except for those expressly set forth in this Agreement. The Securities Intermediary may conclusively rely and shall be fully protected in acting or refraining from acting upon notices and communications it believes to be genuine and given by the appropriate party. Except for permitting a withdrawal, delivery or payment in violation of Article III, the Securities Intermediary shall not be liable to the Secured Party, the Servicer or the Issuer for any error of judgment made in good faith and in accordance with this Agreement, nor shall it otherwise be liable under this Agreement except as a result of its own willful misconduct, bad faith or negligence.

  • Money Back Guarantee If we provide a money back guarantee ("MBG") for your Service, it will begin on your Service Ready Date. During this MBG period you may cancel your Service and receive a full refund of all monthly, one-time and equipment charges paid to Verizon (provided you return all Equipment in good working condition). If you fail to return the Equipment, an unreturned Equipment fee will apply. ETFs will not apply to Service terminated within the MBG period. The MBG does not apply to customers who change between or renew bundle, monthly, term or other pricing plans. The MBG is limited to one per Subscriber per Service type per Service address.

  • Limited Obligation ANY OBLIGATION OF THE COUNTY CREATED BY OR ARISING OUT OF THIS FEE AGREEMENT SHALL BE A LIMITED OBLIGATION OF THE COUNTY, PAYABLE BY THE COUNTY SOLELY FROM THE PROCEEDS DERIVED UNDER THIS FEE AGREEMENT AND SHALL NOT UNDER ANY CIRCUMSTANCES BE DEEMED TO CONSTITUTE A GENERAL OBLIGATION OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION.

  • 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).

  • Additional Indebtedness This Indenture does not restrict the Corporation from incurring additional indebtedness for borrowed money or other obligations or liabilities (including Senior Indebtedness) or mortgaging, pledging or charging its properties to secure any indebtedness or obligations or liabilities.

  • Payment of Indebtedness Pledgor will pay the principal sum of the Note secured hereby, together with interest thereon, at the time and in the manner provided in the Note.

  • Additional Debt The Borrower will, promptly upon execution thereof, deliver to the Administrative Agent a copy of each Material Debt Financing Document (excluding, for the avoidance of doubt, commitment letters, fee letters and similar letters with respect to the arrangement, establishment, syndication, or underwriting of any additional Debt); provided, that the Borrower shall have the right to redact any provision set forth in such Material Debt Financing Documents to the extent necessary to comply with binding confidentiality obligations or to protect proprietary market information. Each notice pursuant to this Section shall be accompanied by a written statement of an Authorized Officer of the Borrower (x) that such notice is being delivered pursuant to Section 5.03(a), (b) or (c) (as applicable) and (y) in the case of any notice pursuant to Section 5.03(a)(i), (iv), (v) or (vii), setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Documents required to be delivered hereto (including pursuant to Section 5.02 and Section 5.03) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 9.01; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third‑party website or whether sponsored by the Administrative Agent), provided that the Borrower shall notify the Administrative Agent (by hand delivery, facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

  • Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities (1) You may transfer within escrow to a financial institution the escrow securities you have pledged, mortgaged or charged under section 4.2 to that financial institution as collateral for a loan on realization of the loan.

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