Reissued Purchase Money Note definition

Reissued Purchase Money Note has the meaning given in Section 2.8.
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Reissued Purchase Money Note has the meaning given in Section 2.8. “Required Special Reserve Amount” means an amount equal to $2,000,000.00. “Review Procedures” has the meaning given in Section 6.1(d).
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Reissued Purchase Money Note to the Receiver with terms and conditions as are directed by the Receiver and substantially similar to the terms and conditions of the related Maturing Purchase Money Note (including not accruing interest) and a new maturity date satisfactory to the Purchase Money Notes Guarantor; provided, however, that (a)(i) the maturity date of such Reissued Purchase Money Note shall not be later than the seventh anniversary of the Closing Date and (ii) the outstanding principal amount of such Reissued Purchase Money Note at the time of its issuance shall equal to (A) the outstanding principal amount of the related Maturing Purchase Money Note minus (B) the amounts on deposit in the Defeasance Account to pay such Maturing Purchase Money Note (including the amount, if any, of any payments made pursuant to the Purchase Money Notes Guaranty) plus (C) the applicable Purchase Money Note Reissuance Fee with respect to such Reissued Purchase Money Note; provided, however, that the Purchase Money Notes Reissuance Fee shall be payable only upon the first reissuance of each Reissued Purchase Money Note and not for subsequent reissuances of Reissued Purchase Money Notes, and (b) no modification contained in such Reissued Purchase Money Note (other than the balance increase described in Section 2.8(a)(ii)(C) above) shall affect adversely (1) the amount or timing of distributions to the Initial Member or the Private Owner pursuant to the Priority of Payments or (2) any other rights or obligations of the Paying Agent, the Private Owner or the Initial Member pursuant to this Agreement or any Transaction Document (other than the Purchase Money Notes) in each case unless such adversely affected Paying Agent, Private Owner or Initial Member, as applicable, shall have consented to the applicable provisions resulting in such adverse effect. Simultaneously with the issuance of any Reissued Purchase Money Note, the Company shall pay the Purchase Money Notes Reissuance Fee to the Purchase Money Notes Guarantor in accordance with Section 8.20 of the Reimbursement, Security and Guaranty Agreement and deposit the balance of the proceeds of such Reissued Purchase Money Note into the Defeasance Account to repay the Holders of the related Maturing Purchase Money Note; provided, however, that for purposes of clause (a)(ii)(B) of this Section 2.8, proceeds from Reissued Purchase Money Notes deposited into the Defeasance Account shall not be included as amounts on deposit to pay such Maturing Purchas...
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Examples of Reissued Purchase Money Note in a sentence

  • Simultaneously with the issuance of any Reissued Purchase Money Note, the Company shall use the proceeds of such Reissued Purchase Money Note to repay the Holders of the related Maturing Purchase Money Note at maturity in accordance with their Holder Percentages.

  • If, pursuant to Section 2.8, a Reissued Purchase Money Note is issued upon the maturity of the related Maturing Purchase Money Note, this Section 3.3 shall apply to such Reissued Purchase Money Note following the full or partial liquidation of the Defeasance Account and payment of the Holders of the related Maturing Purchase Money Note and the issuance of such Reissued Purchase Money Note.

  • Following the maturity date of the last maturing Purchase Money Note (including any Reissued Purchase Money Note) and the payment in full of the Holders of such Purchase Money Note, the Paying Agent shall liquidate the Defeasance Account and pay any and all proceeds of such liquidation to the Purchase Money Notes Guarantor.

  • Simultaneously with the issuance of any Reissued Purchase Money Note, the Company shall deposit the proceeds of such Reissued Purchase Money Note into the Defeasance Account to repay the Holders of the related Maturing Purchase Money Note; provided, however, that for purposes of clause (B) of this Section 2.8, proceeds from Reissued Purchase Money Notes deposited in the Defeasance Account shall not be included as amounts on deposit to pay such Maturing Purchase Money Note.

  • The Reissued Purchase Money Note shall be subject to all of the terms and conditions of this Agreement and the Reimbursement and Security Agreement.

  • Simultaneously with the issuance of any Reissued Purchase Money Note, the Company shall use the proceeds of such Reissued Purchase Money Note to prepay the Holders of the Prepaid Purchase Money Note in accordance with their Holder Percentages.

  • Simultaneously with the issuance of any Reissued Purchase Money Note, the Company shall pay the Guaranteed Purchase Money Notes Reissuance Fee to the Purchase Money Notes Guarantor with respect to the Maturing Purchase Money Notes in accordance with Section 8.19 of the Reimbursement, Security and Guaranty Agreement.


More Definitions of Reissued Purchase Money Note

Reissued Purchase Money Note to the Receiver with terms and conditions as are directed by the Receiver and substantially similar to the terms and conditions of the related Maturing Purchase Money Note (including not accruing interest) and a new maturity date satisfactory to the Purchase Money Notes Guarantor; provided, however, that (a)(i) the maturity date of such Reissued Purchase Money Note shall not be later than the seventh anniversary of the Closing Date and (ii) the outstanding principal amount of such Reissued Purchase Money Note at the time of its issuance shall equal to (A) the outstanding principal amount of the related Maturing Purchase Money Note minus (B) the amounts on deposit in the Defeasance Account to pay such Maturing Purchase Money Note (including the amount, if any, of any payments made pursuant to the Purchase Money Notes Guaranty) plus (C) the applicable Purchase Money Note Reissuance Fee with respect to such Reissued Purchase Money Note, and
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Related to Reissued Purchase Money Note

  • Purchase Money Note means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

  • Permitted Purchase Money Debt Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $5,000,000 at any time.

  • Permitted Purchase Money Indebtedness means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at any one time not in excess of $5,000,000.

  • Purchase Money Lien means any Lien upon any fixed assets that secures the Purchase Money Indebtedness related thereto but only if such Lien shall at all times be confined solely to the asset the purchase price of which was financed or refinanced through the incurrence of the Purchase Money Indebtedness secured by such Lien and only if such Lien secures only such Purchase Money Indebtedness.

  • Purchase Money Debt means Debt:

  • Purchase Money Obligation means an obligation of an obligor incurred as all or part of the price of the collateral or for value given to enable the debtor to acquire rights in or the use of the collateral if the value is in fact so used.

  • Purchase Money Obligations means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.

  • Purchase Money Liens means Liens incurred in connection with the acquisition of any asset; provided that (i) each such Lien shall attach only to the asset to be acquired, (ii) a description of the asset so acquired is furnished to the other Party, and (iii) the indebtedness incurred in connection with such acquisitions shall not individually exceed $3,000 or in the aggregate exceed $15,000.

  • Purchase Money Mortgage means a mortgage secured by a first lien or junior lien taken or retained by the seller of real property to secure all or part of the purchase price of the property.

  • Purchase Money Indebtedness means (a) any indebtedness incurred for the payment of all or any part of the purchase price of any fixed asset, including indebtedness under capitalized leases, (b) any indebtedness incurred for the sole purpose of financing or refinancing all or any part of the purchase price of any fixed asset, and (c) any renewals, extensions or refinancings thereof (but not any increases in the principal amounts thereof outstanding at that time).

  • Purchase-money collateral means goods or software that secures a purchase-money obligation incurred with respect to that collateral; and

  • Purchase Money Security Interest means Liens upon tangible personal property securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property. Purchasing Bank shall mean a Bank which becomes a party to this Agreement by executing an Assignment and Assumption Agreement.

  • Restricted Purchase means any payment on account of the purchase, redemption or other acquisition or retirement of any capital stock or other securities of, the Borrower.

  • Purchase Money RM Deposit Paid : RM Balance Due : RM Purchaser’s Name: NRIC No: Address: Tel: SIGNATURE OF PURCHASER(S)/AUTHORISED AGENT SIGNATURE SIGNATURE For Messrs. Ehsan Auctioneers Sdn. Bhd. For Messrs. Khaw & Partners Dato’ Xxxx Xxxxx Xxxxx Bin X.X. Xxxx (D.I.M.P) SOLICITOR FOR THE ASSIGNEE / Xxxxx Xxxxx Bin Xxxxxx LICENSED AUCTIONEERS ONLINE TERMS AND CONDITIONS The Terms and Conditions specified herein shall govern all members of xxx.xxxxxxxxxxxxxxxx.xxx (“EHSAN AUCTIONEERS SDN. BHD. website”).

  • Convertible Indebtedness means Indebtedness of the Parent that is convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common Equity Interests).

  • Permitted Convertible Indebtedness means unsecured Indebtedness in the form of notes issued by the Borrower that (i) as of the date of issuance thereof contains terms, conditions, covenants, conversion or exchange rights, redemption rights and offer to repurchase rights, in each case, as are typical and customary for notes of such type, (ii) is convertible or exchangeable into a fixed number of shares of common stock of the Borrower (or Qualified Equity Interests following a merger event or other change of common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such Qualified Equity Interests), and cash in lieu of fractional shares of common stock of the Borrower, (iii) has a stated final maturity date that is no earlier than the date that is one hundred eighty (180) days after the Maturity Date (the “Earliest Date”), (iv) shall not be required to be repaid, prepaid, redeemed, repurchased or defeased (whether through scheduled amortization, principal payments, mandatory redemptions or payments of principal or otherwise), whether on one or more fixed dates, prior to the Earliest Date, except (x) upon the occurrence of an event of default, “fundamental change” or equivalent or (y) following the Borrower’s election to redeem such notes to the extent expressly permitted pursuant to Section 9.07(d) or as otherwise consented to by the Majority Lenders; provided that the right to convert such Indebtedness into Qualified Equity Interests, cash or any combination thereof shall not be deemed to violate this clause (iv), (v) is not supported by a Guaranty made or issued by any Subsidiary of the Borrower that is not an Obligor and (vi) does not provide for or require the payment of cash interest in excess of five and a half (5.5%) per annum2.

  • In-the-Money Option is defined in Section 2.8(a) of the Agreement.

  • Securitization Indebtedness means any Indebtedness under any Securitization Transaction that does not permit or provide recourse for principal or interest (other than Standard Securitization Undertakings) to the Borrower or any Restricted Subsidiary of the Borrower (other than a Securitization Entity) or any property or asset of the Borrower or any Restricted Subsidiary of the Borrower (other than the property or assets of a Securitization Entity or any Equity Interests or securities issued by a Securitization Entity).

  • Accelerated Purchase Date means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the Business Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section 2(b) hereof.

  • Accelerated Purchase Price means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the lower of ninety-seven percent (97%) of (i) the VWAP for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such applicable Accelerated Purchase Date (the "Accelerated Purchase Commencement Time"), and ending at the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading on the Principal Market on such applicable Accelerated Purchase Date, (B) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated Purchase Minimum Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the "Accelerated Purchase Termination Time"), and (ii) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • In-the-Money Options means the excess of the market value of the Company’s shares on December 31, 2021 over the exercise price of the options.

  • Intercompany Note any promissory note evidencing loans made by any Grantor to Holdings or any of its Subsidiaries.

  • Indebtedness for Money Borrowed means any obligation of, or any obligation guaranteed by, the Company for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • New Note shall have the meaning assigned to such term in Section 38.

  • Receivables Facility Attributed Indebtedness means the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.