Intercompany Note. (a) On the date of the initial Purchase, the Buyer shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, a note substantially in the form of Exhibit B (as amended, supplemented or otherwise modified from time to time, the "Intercompany Note"). The aggregate principal amount of the Intercompany Note at any time shall be equal to the difference between (a) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Intercompany Note with respect to each Seller pursuant to the terms of Section 2.02(c)(iii) and Section 2.04 as of such time, minus (b) the aggregate amount of all payments made in respect of the principal of the Intercompany Note as of such time. All payments made in respect of the Intercompany Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the Intercompany Note shall accrue at a rate per annum equal to the Base Rate in effect from time to time from and including the date of the initial Purchase to but excluding the last day of each Purchase Settlement Period and shall, subject to the terms and conditions hereof and thereof, be paid (x) on each Settlement Date with respect to the principal amount of the Intercompany Note outstanding from time to time during the Purchase Settlement Period immediately preceding such Settlement Date (but only to the extent the Buyer has funds available to make such payment) and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Intercompany Note which is not so paid shall be added, at the request of the Seller Agent, to the principal amount of the Intercompany Note. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Intercompany Note as described in Section 2.08(b) below. Principal of the Intercompany Note not paid or prepaid pursuant to the terms thereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by the Buyer in respect of the Intercompany Note shall be made solely from funds available to the Buyer which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Transfe...
Intercompany Note. Without limiting the last sentence of Section 4.03(c), each Grantor will cause any Subordinated Intercompany Debt that constitutes Indebtedness for borrowed money owed to it by any Subsidiary of the Borrower that is not an Obligor to be evidenced by the Intercompany Note, duly executed by it and delivered to the Collateral Agent for the ratable benefit of the Secured Parties. Each Grantor agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon and during the continuance of an Event of Default specified under Sections 7.01(b), (c), (f), (h) or (i) of the Credit Agreement.
Intercompany Note. At or within two days prior to the Closing, the parties will take the actions set forth on Schedule 5.15 with respect to the Intercompany Note.
Intercompany Note. Within 90 days (or such later date as the Agent may agree in its reasonable discretion) of the date of the opening of the Cash Pooling Arrangement, the Agent shall have received, solely with respect to the German Secured Obligations, the executed intercompany note by Milacron B.V. and each German Borrower and each Post-Amendment Effective Date European Guarantor party to the Cash Pooling Arrangement as of the date of the opening of the Cash Pooling Arrangement.
Intercompany Note. In the case of the Subsidiaries listed on Schedule 4.01, execute and deliver the Intercompany Note to the Administrative Agent no later than ten Business Days after the Closing Date (or such later date as the Administrative Agent may agree, acting in its sole discretion), it being understood that any requirement under the Loan Documents that any obligations owed to or by such Subsidiaries shall be evidenced by or subordinated pursuant to the Intercompany Note shall not apply until such date.
Intercompany Note. Notwithstanding anything herein to the contrary, the Intercompany Note may be cancelled prior to the Closing in exchange for receipt by the General Partner of 10,750,000 common units of the Partnership (the “Exchanged Units”). If and when so exchanged, the Merger Consideration (as defined in the Merger Agreement) received for the Exchanged Units under the Merger Agreement shall be the sole and exclusive property of the Seller and Seller Holdco and shall be paid directly to Seller or Seller Holdco in connection with “Closing” (as defined in and pursuant to the terms and conditions of the Merger Agreement). The General Partner shall execute a direction letter to cause the Merger Consideration received for the Exchanged Units under the Merger Agreement to be paid directly to Seller and, if any Merger Consideration is received by Buyer or the General Partner for the Exchanged Units, Buyer or the General Partner, as applicable, shall hold such consideration in trust and for the benefit of Seller and shall transfer such Merger Consideration to Seller or Seller Holdco as promptly as possible after the Closing.
Intercompany Note. A copy of the Intercompany Note duly executed by Guarantors, in form and substance acceptable to Banks.
Intercompany Note. For purposes of the Intercompany Note, the Grantors confirm that the Indenture is a Future Senior Debt Facility (as defined in the Intercompany Note), the Secured Obligations constitute Senior Indebtedness (as defined in the Intercompany Note) and the Intercompany Note is required to be pledged pursuant to this Security Agreement.
Intercompany Note. Agent shall have received a true, complete and correct copy of the ASL Intercompany Note, in form and substance satisfactory to Agent.
Intercompany Note. The Administrative Agent shall have received the Intercompany Note, executed and delivered by the Borrower and each Subsidiary, together with undated instruments of transfer with respect thereto endorsed in blank; provided that the Subsidiaries listed on Schedule 4.01 hereto shall not be required to execute the Intercompany Note as a condition to the occurrence of the Closing Date.
