Seller Note Sample Clauses

Seller Note. Purchaser may at any time prior to the Maturity ----------- Date (as defined in the Seller Note) and shall in the event of a Change of Control (as defined in the Seller Note), prepay in full the Seller Note by depositing the Principal Amount of the Seller Note and any accrued but unpaid interest thereon (collectively, the "Escrow Amount") into ------------- an escrow account reasonably acceptable to both Purchaser and Seller. The Escrow Amount will remain in escrow for the remaining term of the Note, upon which the Escrow Amount, and any interest earned thereon, will become the property of Seller. The escrow agreement (the "Escrow Agreement") shall provide (i) that all ---------------- amounts shall be paid to Seller at the Maturity Date unless (ii) the Purchaser would be entitled to offset any amount pursuant to Section 4 of the Seller Note against any amounts due and payable thereunder had such note remained outstanding, in which event Seller shall be entitled to a distribution from the Escrow Account of such amount, together with any interest due thereon, and (iii) any amounts held in escrow as of the Maturity Date that are subject to an unresolved claim by Purchaser duly and timely made hereunder shall remain in the Escrow Account until such claim is finally resolved in accordance with the terms of this Agreement. The Escrow Agreement shall provide that all distributions from the Escrow Account (including any distribution to Seller on or following the Maturity Date) shall only be made upon the presentation of joint written instructions to the Escrow Agent executed by each of Purchaser and Seller. The Escrow Agreement shall otherwise contain such other customary terms and conditions as are agreed to by Purchaser and Seller.

Seller Note. Where a Series Notice so provides, the Trustee may issue a debt instrument (the Seller Note) to the relevant Approved Seller with respect to any ongoing obligations of the Approved Seller with respect to Purchased Receivables acquired from the Approved Seller by the Trustee.

Seller Note. (a) On the Closing Date, Recco issued to the Seller the seller note substantially in the form of Exhibit A (the "Seller Note"). The principal amount of the Seller Note shall be calculated pursuant to the Daily Report and, on any day, shall be equal to the Seller Interest on such day. The Seller Note shall (x) be dated the Closing Date, and (y) be stated to mature on the Scheduled Maturity Date. Interest on the principal amount of the Seller Note shall accrue and be payable on each Determination Date, as provided in the Security Agreement, at a rate per annum equal to the Seller Note Interest Rate. Accrued but unpaid interest on Seller Note shall not be capitalized. The principal amount of the Seller Note shall not be increased after the Commitment Termination Date. (b) Seller agrees and confirms that the Seller Note represents solely an obligation of Recco to make certain payments from funds available under the Security Agreement and only to the extent, in the manner and at the times set forth in the Security Agreement, and that the Seller Note does not represent an interest in, and is not secured by, the Purchased Contracts, the proceeds thereof or any other Collateral. (c) Recco may at any time and from time to time prepay the Seller Note, in whole or in part, without premium or penalty, provided that a Wind-Down Event would not occur as a result of such prepayment.

Seller Note. The Company shall not, and shall not permit any Restricted Subsidiary to, and Parent shall not, consolidate with or merge with or into the issuer of or other obligor under (or any guarantor of) the Seller Note or otherwise assume, directly or indirectly, the Debt represented by the Seller Note, unless immediately after giving pro forma effect to such consolidation, merger or assumption: (a) no Default or Event of Default shall have occurred and be continuing; (b) the Company would be able to Incur an additional $1.00 of Debt under paragraph (a) of Section 4.09; and (c) the assumption of the Seller Note is treated as a Restricted Payment in an amount equal to the aggregate principal amount outstanding of the Seller Note at the time of such assumption; provided, however, that if such assumption is made by merger or consolidation with the obligor under the Seller Note, the aggregate principal amount outstanding of the Seller Note at the time of such assumption shall be excluded from the calculation of the value of the assets being contributed as part of such merger or consolidation for purposes of paragraph (a)(iii)(B)(x) or (a)(iii)(D) of Section 4.10.

Seller Note. The Seller will not extinguish or cause to be extinguished or in any way reduce the value of the Seller Note on or before the November 1997 Distribution Date, except to the extent that reductions in the principal value of the Seller Note are necessary to fund the repurchase by the Seller of Receivables pursuant to Section 4.7 hereof.

Seller Note. The Parent shall have issued the Seller Note, and the proceeds thereof shall be applied to the purchase price of the Acquisition.

Seller Note. None of the Loan Parties nor any of its affiliates will amend, modify, or waive any of its rights under, the Seller Note.

Seller Note. At the Closing, Buyer shall deliver to Seller a promissory note in the principal amount of Four Million Dollars ($4,000,000) (the “Seller Note”), in the form of Exhibit A hereto.

Seller Note. 51 11.2 Form ................................................................................................... 51 (ii) 12. LIMITS ON RIGHTS OF NOTEHOLDERS AND BENEFICIARY ................................................................. 51

Seller Note. On the date hereof Purchaser shall lend to Seller and Seller shall borrow from Purchaser the sum of $500,000 pursuant to the Seller Note.