Purchase Money Notes Sample Clauses

Purchase Money Notes. If the transferor of an interest accepts a note made by the transferee of such interest in payment of all or a portion of the acquisition cost (a “Purchase Money Note”), such note shall be valued at its face amount; provided that if the interest rate on such Purchase Money Note is in excess of a market rate, then the value of such note shall be increased to reflect such above-market rate. Any disputes between County and Lessee as to whether the interest rate on a Purchase Money Note is in excess of a market rate or with respect to the valuation of a Purchase Money Note with an above-market rate of interest, shall be settled by arbitration pursuant to Article 16 below.
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Purchase Money Notes. If the transferor of an interest accepts a note made by the transferee of such interest in payment of all or a portion of the acquisition cost (a "Purchase Money Note"), such note shall be valued at its face amount. [strike through end]
Sample 1
Purchase Money Notes. In connection with the sale of the Assets to the Company, as of the Closing Date the Company has issued to the Transferor, as a Holder, a single Class of Purchase Money Notes with the designation of the Class A Purchase Money Notes in the principal face amount of $6,050,777,826.70, with an interest rate equal to the Applicable Interest Rate.
Sample 1
Purchase Money Notes. If the transferor of an interest accepts a note made by the transferee of such interest in payment of all or a portion of the acquisition cost (a “Purchase Money Note”), then for purposes of calculating the Net Proceeds Share from such transaction, such note shall be valued at its face amount; provided that if the interest rate on such Purchase Money Note is in excess of a market rate, then the value of such note shall be increased to reflect such above-market rate discounted to present value. Any disputes between County and Lessee as to whether the interest rate on a Purchase Money Note is in excess of a market rate or with respect to the valuation of a Purchase Money Note with an above-market rate of interest, shall be submitted to binding arbitration pursuant to Article 16 below.
Sample 1
Purchase Money Notes. The purchase money note, if any, shall provide a 30 day grace period in the event of default if it is a first position loan and a 15 day grace period if a second position loan; shall provide for right of prepayment in whole or in part without penalty, shall not provide for acceleration or interest adjustment in event of resale of the Property; and shall be otherwise in form and content as required by Seller's attorney; provided, however, Seller may only require clauses customarily found in notes generally utilized by savings and loan institutions in the county wherein the Property is located. Buyer shall require all prior lien and encumbrances to be kept in good standing and forbid modifications of or future advances under prior mortgage(s).
Sample 1
Purchase Money Notes. (a) The Purchase Money Loans of each Bank to Borrower shall be evidenced by a Purchase Money Reducing Revolving Credit Note of Borrower dated the date of its execution and payable to the order of such Bank in a principal amount equal to its initial Purchase Money Reducing Revolving Credit Commitment in substantially the form of Exhibit K attached hereto (with appropriate insertions) (as the same may from time to time be amended, modified extended or renewed, the "Purchase Money Notes"
Sample 1
Purchase Money Notes. (a) In consideration of the transfer of the Assets to the Company to the extent such transfer constitutes a sale, the Company is, contemporaneously with the execution and delivery hereof, (i) issuing, executing and delivering to the Transferor the Purchase Money Note dated as of the date hereof with the maturity date and in the principal amount set forth on Schedule II hereto and (ii) executing and delivering the Reimbursement, Security and Guaranty Agreement, the Custodial and Paying Agency Agreement and the Account Control Agreement. In consideration of the Transferor agreeing to accept the Purchase Money Note, (x) on each Distribution Date prior to the Guaranty Issuance Date the Transferor will receive in respect of each Purchase Money Note, and (y) on each Distribution Date on or after the Guaranty Issuance Date the Purchase Money Notes Guarantor will receive in respect of each Guaranteed Purchase Money Note, and the Transferor will receive in respect of each Non-Guaranteed Purchase Money Note, in each case, a fee equal to one-twelfth of 1.0% of the outstanding principal amount of such Purchase Money Note (determined for this purpose disregarding any principal payments made under a Purchase Money Notes Guaranty, except to the extent having been reimbursed by the Company to the PMN Guarantor) calculated on each Determination Date and payable on each Distribution Date in accordance with Section 5.1(b)(vi) of the Custodial and Paying Agency Agreement (the “Purchase Money Notes Issuance Fee”). (b) The Transferor, as the initial Holder of the Purchase Money Notes, irrevocably acknowledges, and consents and agrees to, the terms of Article XII of the Reimbursement, Security and Guaranty Agreement, and to the terms of any other written agency or other similar agreement entered into between the PMN Agent and the Required PMN Consenting Parties. Without limitation of the preceding sentence, the PMN Agent will be authorized to act as the agent or other similar representative of and on behalf of the Holders for purposes of, among other matters, receiving notices and communications and exercising any rights and remedies pursuant to the Transaction Documents at the direction of the Required PMN Consenting Parties, together with such other powers and discretion as are reasonably incidental thereto.
Sample 1
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Related to Purchase Money Notes

  • Purchase Money Security Interest Notwithstanding Paragraph 2 above, which relates to transfer of title and risk of loss, until the price shall have been paid in full to WTD for any Products, WTD shall retain a purchase money security interest in the inventory of the Products presently in the possession of or hereafter acquired by Reseller, and if Reseller shall have sold the Products to any third party, the proceeds of resale (or claim thereto) shall belong to WTD. Reseller hereby appoints WTD as its attorney in fact to file any document, with any state or other governmental authority, as is necessary or desirable to perfect, continue, modify or terminate this security interest. Failure on the part of Reseller to pay the price when due shall give WTD the right (without prejudice to any other remedies): a. those in possession of the goods that are still owned by WTD, because they have not been paid for, agree not to contest or object to a court order allowing WTD to repossess said goods; and b. to prevent Reseller from reselling or parting with possession of the Products until the price therefore shall have been paid in full.

  • Indebtedness Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

  • Indebtedness Secured The Security Interest granted hereby secures payment and performance of any and all obligations, indebtedness and liability of Debtor to RBC (including interest thereon) present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, wheresoever and howsoever incurred and any ultimate unpaid balance thereof and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and whether Debtor be bound alone or with another or others and whether as principal or surety (hereinafter collectively called the “Indebtedness”). If the Security Interest in the Collateral is not sufficient, in the event of default, to satisfy all Indebtedness of the Debtor, the Debtor acknowledges and agrees that Debtor shall continue to be liable for any Indebtedness remaining outstanding and RBC shall be entitled to pursue full payment thereof.

  • Investments; Indebtedness PNU shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU or a direct or indirect wholly owned Subsidiary of PNU to or in PNU or any direct or indirect wholly owned Subsidiary of PNU, (y) pursuant to any contract or other legal obligation of PNU or any of its Subsidiaries as in effect at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 4.1(g) of the PNU Disclosure Schedule or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase the aggregate principal amount or amount of the facility, as the case may be.

  • Subordinated Indebtedness The Obligations constitute senior indebtedness which is entitled to the benefits of the subordination provisions of all outstanding Subordinated Indebtedness.

  • Refinancing Debt Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (d) or (f).

  • Permitted Indebtedness Neither the Company nor any Subsidiary ---------------------- will create, incur or assume any Indebtedness other than: (a) Indebtedness represented by or incurred under the Notes and the Purchase Agreement and the Revolving Credit Facility; (b) Indebtedness incurred to prepay or repay in full the remaining outstanding principal amount of Notes and all other amounts due thereon or under the Purchase Agreement; (c) Indebtedness existing on the Closing Date and identified on the Disclosure Schedule; (d) Indebtedness incurred solely as an extension, renewal, refinancing or replacement of Indebtedness of the Company or of its Subsidiaries under clause (iii) above (but excluding any Indebtedness under clause (iii) above to the extent such Indebtedness is repaid with the proceeds from the sale of the Notes and Warrants), provided that any such extension, renewal or refinancing (A) shall be on terms which on balance are substantially as favorable to the Company (or the relevant Subsidiary) as the terms of such existing Indebtedness (other than changes in the amount of the interest rate and other than the imposition of additional Liens permitted by Section 9.10(f) hereof) and (B) shall not be in a greater principal amount or have a shorter average life or earlier maturity than such existing Indebtedness; (e) Indebtedness in an aggregate principal amount outstanding not exceeding $20,000,000 incurred solely to finance the purchase price of additional towers and related facilities and equipment; (f) Interest Rate Protection Agreements required by the Revolving Credit Facility or incurred for hedging purposes in the ordinary course of business; and (g) Additional Indebtedness in an amount which , together with sale and leaseback obligations permitted under Section 9.11, does not exceed $2,000,000.

  • Subordination of Intercompany Indebtedness Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Indebtedness for Borrowed Money Except for the Obligations and except as set forth in Schedule 4.1.13 attached hereto and made a part hereof, the Borrowers have no Indebtedness for Borrowed Money. The Lender has received photocopies of all promissory notes evidencing any Indebtedness for Borrowed Money set forth in Schedule 4.1.13, together with any and all subordination agreements, other agreements, documents, or instruments securing, evidencing, guarantying or otherwise executed and delivered in connection therewith.

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