Promissory Note Payoff Sample Clauses

Promissory Note Payoff. RF7, in its capacity as lender under the Promissory Notes, hereby confirms and agrees that, contemporaneously with its receipt of the payment contemplated by Section 1.2(c)(iii), (i) there will be no amounts due or owing under the Promissory Notes to RF7, in its capacity as lender, (ii) the Promissory Notes and all Loans, Original Loans, and Original Outstanding Balance (each as defined in the Promissory Notes) will be terminated and there will be no further obligations of the applicable Seller in respect thereof, and (iii) all Liens, including any and all pledges, security interests, assignments and other hypothecations in favor of RF7, as lender, under the Promissory Notes with respect to any Collateral (as defined in the Promissory Notes), including any Pledged Securities (as defined in the Promissory Notes) shall automatically be terminated and absolutely, unconditionally, irrevocably and forever released and discharged. On the Closing Date, RF7 shall, at no cost to the Counterparty or its Subsidiaries (including the Company and its Subsidiary), (x) deliver to Counterparty all certificates with respect to any Pledged Securities (if any), and (y) make all filings or otherwise submit for recordation, copies of Uniform Commercial Code termination statements, and any and all other instruments necessary to effectuate, evidence or reflect of public record, the termination, discharge or release of any financing statements and amendments thereto filed at any time with respect to the Collateral.
Sample 1
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Related to Promissory Note Payoff

  • 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).

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

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Intercompany Subordination Agreement The Administrative Agent shall have received the Intercompany Subordination Agreement, duly executed and delivered by each Loan Party.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • 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.

  • Promissory Notes and Tangible Chattel Paper If the Debtor shall at any time hold or acquire any promissory notes or tangible chattel paper, the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify.

  • Security Agreement The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.

  • Loan Agreements Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Agent, the Collateral Custodian nor any securities intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the grant by the Borrower to the Collateral Agent, of any Loan Asset in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Loan Agreements, or otherwise to examine the Loan Agreements, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan Asset granted to the Collateral Agent hereunder as custodial agent for the Collateral Agent in accordance with the terms of this Agreement.

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