Satisfaction of Promissory Notes Sample Clauses

Satisfaction of Promissory Notes. All amounts outstanding under the Promissory Notes shall have been paid in full on or prior to the Closing Date.
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Satisfaction of Promissory Notes. As of August 27, 2015, the outstanding balances of Promissory Note #1 and Promissory Note #2 (including principal and interest through the date hereof) were $4,848,304.72 and $4,785,470.68, respectively. Mx. Xxxxxx agrees to accept as full satisfaction of the Promissory Notes the sum of $7,036,000 (the “Debt Settlement Amount”), allocated equally between the Promissory Notes and payable as follows: (a) as of the Effective Date, the Company assigned the Licenses, as defined below and which for purposes of this Agreement shall have a value of $1,150,000; and (b) principal payments totaling $5,886,000, of which $195,000 was paid on the Effective Date of the Agreement and $5,691,000, bearing interest as provided in Section 1.3(c), below, until paid in full and payable as follows: (i) $2,500,000 upon funding of loan proceeds from FGI, which shall occur no later than October 21, 2015; (ii) subject to Company’s receipt of consent from FGI, in FGI’s sole discretion, if such consent is required, $1,000,000 payable on the 15th of each month beginning November 15, 2015 until the balance of the Debt Settlement Amount and interest, is paid in full. For clarity, this Agreement is not intended to, and shall not serve to, affect or terminate the Promissory Notes, or either of them, unless or until the Debt Settlement Amount is timely paid in full, provided however that all payments actually received on the Promissory Notes by Mx. Xxxxxx will serve to reduce the obligations owing under the Promissory Notes, including but not limited to the amounts payable as of the date hereof as set forth in (a) and (b) of this Section 1.3. Further, in the event that the Company is able to procure any alternate funding prior to February 16, 2016, Company will use any such funding to repay the outstanding balance of the Debt Settlement Amount. (c) The Debt Settlement Amount shall bear 6% simple interest beginning on October 1, 2015, which such interest amount shall increase to 12% - or at the maximum rate allowed by applicable law, whichever is less - upon any breach of the Agreement, as amended, until such time until such breach is cured. For clarity, such interest amount shall escalate as provided in this Section 1.3(c) regardless of whether FGI consents to the payment. (d) Mx. Xxxxxx’x obligation to accept the Debt Settlement Amount in full satisfaction of the Promissory Notes is conditioned upon payment in full by February 16, 2016. If the Debt Settlement Amount is not paid in full by ...
Sample 1
Satisfaction of Promissory Notes. As of the date hereof, the outstanding balance of Promissory Note #1 and Promissory Note #2 (including principal and interest through the date hereof) is $4,848,304.72 and $4,785,470.68 respectively. Mx. Xxxxxx agrees to accept as full satisfaction of the Promissory Notes the sum of $7,036,000.00 (the “Debt Settlement Amount”), allocated equally between the Promissory Notes and payable as follows: (a) the Company shall assign the Licenses, as defined below and which for purposes of this Agreement shall have a value of $1,150,000 and (b) cash payments totaling $5,886,000, $195,000 being payable upon execution of this Agreement and $5,691,000 payable upon ten (10) days of Company’s receipt of loan proceeds from FGI, which shall occur no later than September 30, 2015. For clarity, this Agreement is not intended to, and shall not serve to, affect or terminate the Promissory Notes, or either of them, unless or until the Debt Settlement Amount is timely paid in full, provided however that all payments actually received on the Promissory Notes by Mx. Xxxxxx will serve to reduce the obligations owing under the Promissory Notes, including but not limited to the amounts payable as of the date hereof as set forth in (a) and (b) of this Section 1.3.
Sample 1

Related to Satisfaction of Promissory Notes

  • Secured Promissory Notes The Term Loans shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.

  • 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).

  • Conditions Precedent to Each Loan and Letter of Credit The obligation of each Lender on any date (including the Closing Date) to make any Loan and of each L/C Issuer on any date (including the Closing Date) to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:

  • Conditions Precedent and Secured Party’s Rights and Remedies The following Termination Events will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party): With respect to Party A: any Additional Termination Event with respect to which Party A is the sole Affected Party. With respect to Party B: None.

  • Conditions Precedent to Loans and Letters of Credit 32 Section 3.1 Conditions To Effectiveness.................................................32 Section 3.2 Each Credit Event...........................................................33 Section 3.3 Delivery of Documents.......................................................34

  • SUBORDINATION OF NOTES Section 11.01.

  • Use of Proceeds and Letters of Credit The proceeds of the Loans will be used only (i) to refinance amounts outstanding under the Existing Credit Agreement; (ii) to pay the fees, expenses and other transaction costs of the Transactions contemplated hereby, (iii) to fund working capital needs, (iv) to fund acquisitions permitted hereunder, together with related expenses, and engage in other transactions permitted hereby, (v) to provide funding in connection with capital expenditures, (vi) to make Restricted Payments permitted hereunder and (vii) for general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support the working capital needs and general corporate obligations of the Borrower and its Subsidiaries relating to their respective lines of business. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

  • Conditions Precedent to All Loans and Letters of Credit In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1, the obligations of (i) Lenders to make any Loans and (ii) the Issuing Bank to issue Letters of Credit are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.16 would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing, in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing (or other notice as permitted pursuant to Section 2.5(b)(i) for requesting a Swingline Loan or the borrowing shall be an Automatic Swingline Borrowing pursuant to Section 2.5(b)(ii)), and in the case of the issuance of a Letter of Credit the Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit; and (d) that any such borrowing is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such Loan or issuing of such Letter of Credit contained in this Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Borrower and to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

  • Subordination of Debentures 49 13.1 Agreement to Subordinate......................................49 13.2 Default on Senior Debt, Subordinated Debt or Additional Senior Obligations..............................49 13.3

  • Execution of Agreement; Notes On or prior to the Initial Borrowing Date, (i) the Effective Date shall have occurred and (ii) there shall have been delivered to the Administrative Agent for the account of each of the Lenders (subject to Section 1.06(o)) the appropriate Notes executed by the appropriate Borrower, in each case in the amount, maturity and as otherwise provided herein.

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