Terms of Note. This Note is issued pursuant to, and is subject to the terms, and entitled to the benefits of, the Asset Purchase Agreement, dated as of February 9, 2009, as amended, modified or supplemented from time to time, including, without limitation, by Amendment No. One dated December , 2012 (the “Asset Purchase Agreement”), between the Borrower as successor-in-interest to Cypress Bioscience, Inc. and, the Lender (as successor-in-interest of Cellatope Corporation). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Asset Purchase Agreement.
Terms of Note. The Loan shall be evidenced by a promissory note substantially in the form attached as EXHIBIT B (the "note), the terms of which are herein incorporated by reference as if fully set forth in this Agreement. The Note shall bear interest at the rates described hereinbelow on the principal amount outstanding thereunder from time to time from the date of the initial advance thereunder until payment in full. Advances shall be deemed to have been made under the Note on the dates and in amounts corresponding to advances under the Air South HUD-Guaranteed Note regardless of whether disbursed to the Borrower on such date. Interest shall be payable on the first day of each month commencing February 1, 1996 through the date of maturity on August 1, 2014 or earlier prepayment. The Note shall initially bear interest at the rate per annum equal to four percent (4%) through July 31, 1997. Effective August 1, 1997 and as of any Public Offering Date after August 1, 1997, the interest rate on the Note shall be adjusted to the rate or rates per annum sufficient to enable JEDA and the County to recoup interest and other reasonable costs associated with the Air South HUD-Guaranteed Note. Principal on the Note shall be payable on the first day of each month commencing September 1, 1997, in equal installments sufficient to pay the then outstanding principal balance of the Note over the remaining term of the Note. There shall be due and owing by the Borrower a late charge of five percent (5%) of any monthly payment on any such payment which is fifteen (15) days or more past due. Upon an Event of Default hereunder followed by a declaration of acceleration of amounts due with respect to the Note, the interest rate on the Note shall be increased to the Default Rate. The note shall be subject to the other terms and conditions as provided in the Note. The Borrower may prepay the Note in whole or in part at a price equal to the principal amount thereof to be prepaid together with interest thereon to the date of prepayment at any time. The Note shall be subject to mandatory prepayment of one-half of the then outstanding
Terms of Note. The obligation to repay the loan made pursuant to Section 3.03 shall be evidenced by a Note in the form attached hereto as Exhibit B, which shall, subject to Subdivisions F and G of this Section:
(1) be in the principal sum, bear interest at the rate or rates, and have such other terms as are described in Subsection A of this Section,
(2) be dated the Issue Date, and
(3) be payable to the Issuer, or registered assigns, and, upon authentication and delivery of the Bonds, be assigned by the Issuer to the Trustee as collateral security for payment of the Bonds. Notwithstanding any provisions herein or in the Note to the contrary, the Issuer and its assigns agree that, on the date any Bonds are defeased pursuant to Section 10.02 of the Bond Indenture or acquired by the Borrower and delivered to the Trustee for cancellation, the principal amount owing on the Note and the loan evidenced thereby shall be reduced by the principal amount of the Bonds so defeased or acquired and canceled, less the amount payable by the Borrower to the Credit Facility Providers under the Reimbursement Agreements to reimburse draws or advances under the Credit Facilities to pay the principal of such Bonds, and the Trustee shall xxxx on the face of the Note the amount by which the principal of the Note has been so reduced. Failure to make such a notation by the Trustee shall not affect the Borrower’s obligations under the Note. The Issuer and its assigns further agree that the rights of the Borrower described in Subsections C and E of this Section shall supersede any contrary provisions in the Note.
Terms of Note. This Note is issued pursuant to, and is subject to the terms and entitled to the benefits of, the Asset Purchase Agreement, dated as of October 8, 2010, as amended, modified or supplemented from time to time (the “Asset Purchase Agreement”), among the Borrower, the Lender (as assignee of Seller) and Subsidiary. Terms used herein and not otherwise defined shall have the meanings set forth in the Asset Purchase Agreement.
Terms of Note. (a) The obligation of the BORROWER to repay the indebtedness is evidenced by the Revolving Promissory Note. The Note bears interest at a rate per annum equal to one-quarter of one percent (.0025%) in excess of the Prime Rate. All interest calculations are made on a daily moving basis, computed on a 360- day year.
(b) Interest shall be due and payable monthly commencing August 26, 1997 and shall be billed and payable monthly thereafter. BANK may automatically debit BORROWER's account held by the BANK when BORROWER is billed for accrued and unpaid interest. BORROWER shall execute at closing BANK's form of automatic debit authorization in the form attached hereto as Exhibit "B".
(c) The Note shall mature on the Maturity Date at which time the entire outstanding principal balance together with accrued and unpaid interest (and any fee due under Sections 4.04 and 8.03 hereof) shall be due and payable in full immediately by the BORROWER.
Terms of Note. Each Note shall be in substantially the form of Exhibit 1 hereto, with such variations conforming to this paragraph as shall be appropriate under the circumstances. Each Note shall be executed and delivered by the Participant and the Participant's spouse, if any; shall be due and payable seven years after the date of purchase; shall bear interest payable quarterly on the first day of each February, May, August and November; and shall be secured by a pledge of all Common Stock purchased by the Participant pursuant to the Plan. In the discretion of the Committee and on such terms and conditions as it may specify, Pledged Shares may be released from such pledge, provided that such release shall not cause the principal amount of the Note then outstanding to exceed the Good Faith Loan Value of the remaining Pledged Shares.
Terms of Note. Except as expressly modified hereby, all terms, conditions and provisions of the Note shall continue in full force and effect. In the event of any inconsistency or conflict between the Note and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware (without reference to the conflicts of law provisions thereof).
Terms of Note. The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder and Borrower hereof, by the acceptance of this Note, agree:
Terms of Note. (a) There shall be issued and delivered to Lender one Note in connection with the funding under this Loan and Security Agreement duly authenticated by Borrower and dated as of March 31, 1987. The Note issued to Lender shall be in an aggregate principal amount equal to thirty-six million dollars ($36,000,000). The principal amount of, Prepayment Premium, if any, and interest on this Note shall be payable as set forth in the form thereof contained in Article II hereof.
(b) No Note shall be entitled to any benefit under this Loan and Security Agreement or be valid or obligatory for any purpose, unless it shall have been authenticated by or on behalf of Borrower by manual signature.
Terms of Note. 17 Section 2.03.
