Senior Secured Note. Payment of the full amount of this Senior Note is secured by the “Collateral” identified and described as security therefor in the Security Agreement. The Company shall not, directly or indirectly, create, permit or suffer to exist, and shall defend the Collateral against and take such other action as is necessary to remove, any Lien (as defined in the Security Agreement) on or in the Collateral, or in any portion thereof, except as permitted pursuant to the Security Agreement. The rights of the Senior Noteholders in the Collateral are subordinated to the interests in such Collateral securing the Company’s Bank Borrowings (as defined in the Security Agreement).
Senior Secured Note. In reliance upon the respective representations, warranties and covenants of the Parties contained in this Agreement, and subject to satisfaction of the applicable conditions set forth in Article II of this Agreement, at the Initial Investment Closing, the Company shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Company, the Senior Secured Note for an aggregate purchase price of $12,500,000 (the “Senior Secured Note Amount”).
Senior Secured Note. (ss. 11.1(a)).
Senior Secured Note. FOR VALUE RECEIVED, PROELITE, INC., a New Jersey corporation (the “Company”) hereby promises to pay to Showtime Networks, Inc. (the “Holder”) or its registered assigns or successors in interest, the sum of One Million Dollars ($1,000,000), together with any accrued and unpaid interest hereon, on June 18, 2009 (the “Maturity Date”) if not sooner indefeasibly paid in full.
Senior Secured Note. (Section 11.1(a)).
Senior Secured Note. The Borrower’s Obligations shall be evidenced by senior secured promissory notes of the Borrower (each a “Senior Secured Note”) dated as of the date of this Agreement and substantially in the form of Exhibit A attached hereto. The term “Senior Secured Note” shall include all extensions, renewals and modifications of each Senior Secured Note and all substitutions therefor. All terms and provisions of each Senior Secured Note are expressly incorporated into this Agreement. Each Senior Lender is authorized to record the date and amount of each Advance and the date and amount of each repayment of principal thereof on the schedule annexed to the related Senior Secured Note and any such recordation shall be conclusive evidence of the accuracy of the amounts so recorded (absent manifest error); provided, however, that the failure of a Senior Lender to make such recordation (or any error in such recordation) shall not affect the rights and obligations of the Borrower hereunder or under the related Senior Secured Note.
Senior Secured Note. The Company shall execute a senior secured note in favor of Maxim Partners LLC in the amount of $1,800,000 (USD) in the form attached hereto as Exhibit A (the “Note”). The Note shall be executed by the Company as a necessary condition of Maxim’s acceptance and execution of this Agreement.
Senior Secured Note. The Company shall have executed and delivered to Purchaser the Senior Secured Note.
Senior Secured Note. The Company will not permit the proceeds of the Senior Secured Note to be used for any purpose other than those permitted by this Agreement. Neither the Company nor any Person acting on behalf of the Company has taken or will take any action which might cause the Senior Secured Note to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same.
Senior Secured Note. On the Closing Date, the GTCR Investor shall deliver, or cause to be delivered, to a bank account identified or as otherwise directed by the Company, an amount in immediately available funds equal to $60,000,000, and the Contributors shall cause the Company to deliver the Senior Secured Note to the Investors. Upon its receipt of such funds on the Closing Date, the Contributors shall cause the Company to distribute such funds to redeem 60,000,000 Class B Units of the Company held by the Contributors. The parties acknowledge and agree that for US federal and applicable state income taxes such distribution of cash shall be treated pursuant to Treasury Regulation Section 1.707-3, as a sale by the Contributors to the Company of an undivided interest in each of the assets transferred by the Contributors to the Company pursuant to the Contribution Agreement.
