Purchase Note. The Purchase Note shall have the terms and conditions as set forth in this Section 5.
Purchase Note. Immediately upon the execution of this Agreement, Assignor shall execute and deliver to Assignee a promissory note in the principal amount of $58,435.80 in the form attached as Exhibit B (the “Purchase Note”).
Purchase Note. “Purchase Note” shall mean the senior secured convertible promissory note in the form of Exhibit B annexed hereto and made a part hereof.
Purchase Note. The amount of the Purchase Price, less the Deposit, shall be paid by delivery to Seller at the Closing of a note ("Purchase Note") and deed of trust ("Deed of Trust") in the forms of EXHIBITS G AND H respectively attached hereto.
Purchase Note. The Purchase Note delivered to ZCC IV shall be ------------- signed by the Debtor and shall conform to the attached Exhibit B, with the --------- blank spaces filled in appropriately.
Purchase Note. Purchaser shall have executed and delivered the Purchase Note in substantially the form attached hereto as Exhibit "A."
Purchase Note. At the Closing, Buyer shall executed and deliver to Seller a promissory note in the original principal amount of $100,000 in the form attached hereto as EXHIBIT D hereto (the “Purchase Note”), which shall (A) bear interest at a rate of five percent (5.0%) per annum, (B) call for payment of the entire principal of and all interest on such Purchase Note on the first annual anniversary of the Closing Date, and (C) be secured by a first-priority lien in the Assets pursuant to the Security Agreement in the form attached hereto at EXHIBIT E (the “Security Agreement”).
Purchase Note. (a) Buyer shall deliver to Seller at Closing a promissory note (the "Purchase Note"), substantially in the form attached hereto as an exhibit, which Purchase Note shall be made by Buyer in favor of Seller, in an original principal amount equal to (x) the Principal Amount (as defined below).
(b) At least three days prior to the Closing Date, Seller shall deliver to Buyer (i) an unaudited balance sheet of the Government Technology Division, dated at the date of delivery ("Closing Balance Sheet"), and (ii) Seller's estimate of the Net Asset Value of the Government Technology Division as of the date of delivery. "Net Asset Value" of the Government Technology Division shall be equal to the difference between (a) the value of the assets of the Government Technology Division, and (b) the amount of accounts payable and accrued expenses which are directly attributable to the Government Technology Division. Seller's estimate of the Net Asset Value shall be based on the assets of the division as reflected on the Closing Balance Sheet and the accounts payable and accrued expenses of the Government Technology Division as reflected on the Closing Balance Sheet. The Principal Amount of the Purchase Note shall be equal to the lesser of (i) Seller's estimated Net Asset Value, and (ii) the Net Asset Value of the Government Technology Division as calculated based on the assets of the Government Technology Division as reflected on the October Balance Sheet, plus (y) $400,000 minus (z) the Cash Payment. To the extent that Buyer objects to Seller's estimated Net Asset Value, the Closing Balance Sheet shall be submitted to an auditor to determine the Net Asset Value of the Government Technology Division. If the parties cannot agree on an auditor then Buyer and Seller shall each separately designate an independent auditor, and, within 7 days after their appointment, the designated independent auditors shall designate an independent auditor which shall make the final determination of Net Asset Value (the "Neutral Auditor"). The failure by either of the parties to appoint an independent auditor within the time allowed shall be deemed equivalent to appointing the other party's independent auditor as the Neutral Auditor. Within 10 days after the appointment of the Neutral Auditor, the Neutral Auditor shall render its appraisal of the Net Asset Value, which appraisal shall be binding and conclusive. The parties shall equally share the costs of the Neutral Auditor.
Purchase Note. The Purchase Note in the form attached as Exhibit 1.2.
