Second Promissory Note Adjustment Sample Clauses

Second Promissory Note Adjustment. The last sentence of Section 2(e)(iii) of the Purchase Agreement shall be amended to read as follows: “Notwithstanding anything contained herein to the contrary, the Actual Long-Term Debt shall not exceed Ten Million Dollars ($10,000,000).”
Sample 1
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Second Promissory Note Adjustment. If on the Closing Date the Actual Long-Term Debt is more than the Long-Term Debt Target, then the amount of the Second Promissory Note shall be decreased by the difference between the Long-Term Debt Target and the Actual Long-Term Debt. Notwithstanding anything contained herein to the contrary, the Actual Long-Term Debt shall not exceed Eleven Million Dollars ($10,000,000).
Sample 1
Second Promissory Note Adjustment. (a) Xxxxxx shall pay to Seller the Tax Adjustment pursuant to this Section 2.6. An estimate of the Tax Adjustment (as calculated in accordance with Exhibit A) shall be paid at Closing in accordance with Section 2.2.2 via the issuance of the Second Promissory Note (the “Estimated Tax Adjustment”). Thereafter, within 90 days after the later of (i) the date that the Seller and Xxxxxx agree on a Final Allocation Schedule under Section 8.6(k) and (ii) the end of the 2022 Tax Year, the Seller shall deliver to Xxxxxx a revised calculation of the Tax Adjustment, taking into account the Final Allocation Schedule and any other items (such as a change in the anticipated Final Allocation Schedule) that may have varied from the time that the Estimated Tax Adjustment was calculated through the date that the new Tax Adjustment is being delivered (the “Final Tax Adjustment”). The Seller will provide Xxxxxx with a schedule computing the amount of the Final Tax Adjustment and such other documents as may be reasonably necessary to evidence the amount of such Final Tax Adjustment. If Xxxxxx notifies the Seller in writing that Xxxxxx objects to one or more items reflected in the Final Tax Adjustment, the Seller and Xxxxxx shall negotiate in good faith to resolve such dispute; provided, however, that if the Seller and Xxxxxx are unable to resolve any dispute with respect to the Final Tax Adjustment within 10 days of good faith negotiation, such dispute shall be resolved by the Arbitrating Accountant in accordance with the dispute resolution procedures described in Section 2.5. If the amount of the Final Tax Adjustment is greater than the amount of the Estimated Tax Adjustment, then such excess shall be added dollar for dollar to the principal balance of Second Promissory Note (such additional principal to be allocated proportionately among all holders of the Second Promissory Note (or their assignees) in accordance with their relative share of the principal amount of such Second Promissory Note). If the amount of the Final Tax Adjustment is less than the amount of the Estimated Tax Adjustment, then such deficiency shall be subtracted dollar for dollar from the principal balance of Second Promissory Note (such subtracted principal to be allocated proportionately among all holders of the Second Promissory Note (or their assignees) in accordance with their relative share of the principal amount of such Second Promissory Note). For Tax purposes, the Parties agree to treat the Tax A...
Sample 1

Related to Second Promissory Note Adjustment

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

  • 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).

  • 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.

  • Convertible Note 9 Section 3.8

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Additional Purchases; Adjustments Each Holder agrees that any shares of Parent Common Stock and any other shares of capital stock or other equity of Parent that such Holder purchases or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date of this Agreement, and each Holder shall promptly notify Parent of the existence of any such after-acquired Shares. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of Parent affecting the Shares, the terms of this Agreement shall apply to the resulting securities.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • 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.

  • Fee Adjustments The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. SCHEDULE D SPECIAL DISTRIBUTION SERVICES AND FEES Services Fees

  • Loan Agreement This Agreement duly executed by Borrower and Lender.

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