Note Satisfaction definition

Note Satisfaction means the full performance and satisfaction of any and all obligations of TRT LeaseCo, LLC under, and the termination of, the Note.
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Note Satisfaction has the meaning given to such term in the Merger Agreement.
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Note Satisfaction means the full performance and satisfaction of any and all obligations of TRT LeaseCo, LLC under, and the termination of, the Note. “Note Satisfaction Amount” shall mean, as of any given time, the aggregate amount required to be paid under the Note at such time in order to effectuate the Note Satisfaction. “Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, other business entity, or governmental agency or authority. “Refinance Transaction” shall mean a refinancing or restructuring of the mortgage loan evidenced by the Note and secured by the Deed of Trust after which the Company continues to own the Subject Property. “Sale Amount” shall mean, with respect to any Sale Transaction, the actual proceeds of such sale, net of (i) any taxes triggered or incurred in connection therewith and (ii) any closing costs or transaction expenses (including reasonable expenses of outside professional advisers) related to such Sale Transaction payable to parties other than the Company or any of its Affiliates. “Sale Transaction” shall mean a sale of the Subject Property or of the beneficial ownership interest therein. “Stockholders’ Agreement” shall mean that certain Stockholders’ Agreement dated as of the date hereof, by and among CMC, CMC Acquisition, LLC, a Delaware limited liability company, CRIC TRT Acquisition LLC, a Delaware limited liability company, and each other Person that may execute such agreement from time to time, as amended. “Subject Property” shall mean that certain real property that is subject to the Deed of Trust. “Tax Allocation Agreement” shall mean the Second Amended and Restated Kingsway Affiliated Group Tax Allocation Agreement dated as of December 1, 2013 (as the same may be amended from time to time). “Threshold Amount” shall mean an amount equal to (i) the Contribution and Liability Satisfaction Amount, plus (ii) (A) with respect to any Sale Transaction, the Note Satisfaction Amount, (B) with respect to any Refinance Transaction, the Note Satisfaction Amount plus the aggregate amount of any principal, interest and other amounts payable in order to fully perform and satisfy any and all obligations under any other mortgage loan or indebtedness encumbering the Subject Property (other than any mortgage loan or indebtedness that is intended to remain in place following closing of the Refinance Transaction), or (C) with respect to any Le...
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Examples of Note Satisfaction in a sentence

  • Upon the Holders' receipt of good and cleared funds in payment of the Note as contemplated therein (the "Note Satisfaction"), this Agreement is hereby terminated in its entirety, the Collateral is released, and neither party shall have any obligation to the other party thereunder.

  • Within seven (7) business days from the date of the Note Satisfaction, the Holder shall execute and file UCC-3 Termination Statements in all jurisdictions in which UCC-1 Financing Statements were filed.

  • In accordance with the terms of the Merger Agreement, immediately prior to the Closing, the Purchaser will cause to be deposited with the Exchange Agent, in trust for the Stockholders, the Closing Disbursement and, as soon as commercially practicable but in any event no later than three Business Days after the Special Meeting, the Note Satisfaction Shares or Note Satisfaction Cash (as defined herein), as the case may be.

  • The indemnification obligations set forth in this Section 7 shall remain in effect until the later to occur of (a) the Note Satisfaction and (b) termination or expiration of Terracap’s liability for claims under Section 1 of the Indemnity and Guaranty Agreement.

  • In the event that the Note Satisfaction has occurred, (a) Terracap shall be removed as “Indemnitor” under the Indemnity and Guaranty Agreement as of the effective date of the Note Satisfaction, (b) the Service Provider shall be relieved of its obligation to provide the Guarantor Services as of such date and (c) for the avoidance of doubt, this Agreement shall otherwise continue in effect and all Service Fees will continue to be paid in accordance with Section 3 of this Agreement.

  • The obligation of Terracap under this Section 10 is a continuing guaranty and shall remain in effect until the Note Satisfaction has occurred.

  • If, at any time before the Maturity Date, the number of shares of NexMed Common Stock outstanding is decreased by a combination of the outstanding shares of NexMed Common Stock, then, following the record date for such combination, the number of shares issuable as Note Satisfaction Shares pursuant to Section 2(b) above will be decreased in proportion to such decrease in outstanding shares.

  • If, at any time before the Maturity Date, the number of shares of Parent Common Stock outstanding is decreased by a combination of the outstanding shares of Parent Common Stock, then, following the record date for such combination, the number of shares issuable as Note Satisfaction Shares pursuant to Section 3(a) above will be decreased in proportion to such decrease in outstanding shares.

  • In the event the stockholders of the Purchaser do not approve the Note Satisfaction at the Special Meeting, the amount of cash each holder is entitled receive for the shares of Series A Preferred Stock held by such holder upon the repayment of the Note will be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding Company Shares held by such holder.

  • Escrow Agent shall thereafter provide RF with ten business days to object, through written notice to Escrow Agent and the REIT, to such release of the escrowed funds, if RF has good reason to believe that neither the Offering Threshold nor Note Satisfaction has been achieved.