Seller Note. The sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00) shall be evidenced by a cognovit promissory note from the entities to which Purchaser assigns its rights under this Agreement pursuant to Section 13.6 (“Assignees” and each, an “Assignee”) in favor of Eaglewood Villa, Ltd. executed and delivered at Closing (the “Seller Note”). The Assignees’ obligations under the Seller Note shall be joint and several among the Assignees. The Seller Note shall be in substantially the form attached hereto as Exhibit “D”, shall be paid in twenty-four (24) months following the Closing and shall bear interest at the simple annual fixed rate of six and one-half percent (6½%). Principal and interest payments under the Seller Note shall be made monthly in arrears based on a twenty-year amortization schedule with the balance due on maturity. The Seller Note shall be guaranteed by the joint and several guaranty of AdCare Health Systems, Inc. (“ADK”) and Purchaser (the “Guaranty”) in substantially the form attached hereto as Exhibit “E”. The Seller Note shall also be secured by a Pledge and Security Agreement (the “Pledge”) substantially in the form attached hereto as Exhibit “F”, which provides a first lien security interest in 100% of the equity interest of the Purchaser in each of the Assignees (or in the Purchaser if this Agreement is not assigned to Assignee).
5. All references to Exhibit G in the Agreement shall be deleted.
6. Pursuant to Section 8.1(C) of the Agreement, Purchaser has agreed to assume the following Service Contracts:
(a) Landscape Maintenance Contract dated April 5, 2011 with A Kut Above Lawn & Landscaping, LLC
(b) Preventative Maintenance Agreement dated February 9, 2011 with Buckeye Power Sales Co., Inc.
(c) Nursing Education Affiliation Agreement dated August 9, 2010 with Xxxxx State Community College
(d) Inpatient Hospice Contract — SNF dated July 27, 2010 with Crossroads Hospice of Cincinnati, LLC dba Crossroads Hospice of Dayton, LLC
(e) Agreement to Provide Dietary Consulting Services dated October 1, 2010 with Dietary Solutions, Inc.
(f) Retainer Agreement Medical Director dated June 10, 2002 with Dr. Nha To, MD
(g) Preventative Maintenance Program quote dated October 15, 2009 with Xxxxx Bros. Inc.
(h) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 107/132 (i) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 109/130 (j) Xxxxxxxxxxxxxx.xxx Subscription Service Agreement dated October 21, 2010 with...
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. 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. (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 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. 51 11.2 Form ................................................................................................... 51 (ii) 12. LIMITS ON RIGHTS OF NOTEHOLDERS AND BENEFICIARY ................................................................. 51
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. The Seller Note, executed by Purchaser;
Seller Note. A copy of the Seller Note and all related documents and a subordination agreement covering the Seller Note and the related documents in a form satisfactory to Lender.
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.
