Seller Note. On the Effective Date, the Company shall issue to the Seller a subordinated note substantially in the form of Exhibit A (as amended, supplemented or otherwise modified from time to time, the "Seller Note"). The Company may incur Indebtedness evidenced by the Seller Note on any date only (i) if such date is a Payment Date; (ii) in payment to the Seller of all or a portion of the Purchase Price (net of such deductions as provided in Section 2.03(d)) for Receivables and other Receivable Assets required to be paid for by the Company to the Seller on such Payment Date in accordance with Section 2.02; (iii) to the extent that cash was not available to pay such Purchase Price (net of such deductions) in accordance with subsections 2.03(b)(i), 2.03(b)(ii) and 2.03(b)(iii) (as applicable); and (iv) subject, in any event, to Section 8.03. The aggregate principal amount of the Seller Note at any time shall be equal to the difference between (i) the sum of the aggregate principal amount on the issuance thereof and each addition to the principal amount of such Seller Note pursuant to Section 2.03 as of such time and (ii) the aggregate amount of all payments made in respect of the principal of such Seller Note as of such time. All payments made in respect of the Seller Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. Interest on the principal amount of the Seller Note (as such principal amount may have been increased pursuant to the following proviso) shall accrue at the Reference Rate in effect from time to time plus 1.50% from and including the Effective Date and shall be paid on each Distribution Date with respect to amounts accrued and not paid as of the last day of the preceding Settlement Period and the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Seller Note which is not so paid shall be added, at the request of the Seller, to the principal amount of the Seller Note. The principal amount of the Seller Note (as such principal amount may have been increased pursuant to the proviso to the preceding sentence) shall be payable on the maturity date of the Seller Note (unless sooner prepaid pursuant to the terms thereof and of the other Transaction Documents). Default in the payment of principal or interest under the Seller Note shall not constitute a default or event of default or a Purchase Termination Event hereund...
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:
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.
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. Section 2.05(e) is hereby amended and replaced in its entirety with the following:
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. 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. The Parent shall have issued the Seller Note, and the proceeds thereof shall be applied to the purchase price of the Acquisition.
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.
