Seller Note definition

Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

Seller Note has the meaning set forth in Section 2.03(a).

Seller Note means any promissory note or notes issued by a Loan Party to the seller in respect of any Permitted Acquisition as partial consideration in connection with such Permitted Acquisition.

Examples of Seller Note in a sentence

• The Parties acknowledge and agree that the reduction of the Seller Note pursuant to this Section 1.2(a) shall be treated for all tax purposes as an adjustment to the purchase price applicable to the Target Interests pursuant to Section 108(e)(5) of the Internal Revenue Code of 1986, as amended, to the maximum extent permitted by applicable law.

• During the Interim Period, no Party shall (a) institute or prosecute against any other Party any action, or other Legal Proceeding relating to any claim arising under or in connection with the MIPA or the acceleration or enforcement of the Seller Note (the “Standstill Matters”) or (b) authorize, solicit, participate in, or cooperate with, directly or indirectly, the commencement or prosecution against other Party of any action or other Legal Proceeding related to the Standstill Matters.

• For the avoidance of doubt, Pogo Royalty is not waiving any of the other covenants under Section 4 of the Seller Note.

• Each Seller has, based on such information as it deemed adequate and appropriate, and the representations and warranties set forth in Article IV, made its own independent evaluation of the value of the ORRI, the Seller Note and the Preferred Units being sold by Pogo Royalty hereunder without any reliance on the Purchasers or any of their respective Affiliates or any representatives (other than, for the avoidance of doubt, its reliance on the representations and warranties set forth in Article IV).

• During the period between the execution of this Agreement and earlier of the Closing Date or the termination of this Agreement pursuant to Article VII (the “Interim Period”), Pogo Royalty waives its right under Section 4(c)(i) of the Seller Note to receive any net proceeds raised in connection with the issuance of equity securities (but not debt securities).

More Definitions of Seller Note

Seller Note shall have the meaning set forth in Section 1.2(a).

Seller Note means the $600,000,000 aggregate face amount subordinated 8% pay-in-kind note due 2018 of TRW Automotive Intermediate Holdings in favor of an affiliate of Northrop Grumman Corporation, as the same may be amended or refinanced from time to time.

Seller Note means the subordinated Indebtedness in an aggregate principal amount of $600,000,000 issued on the Closing Date by Intermediate Holdings and evidenced by a note in the form of Exhibit H, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

Seller Note shall have the meaning specified in Section 2.2.

Seller Note means that certain promissory note dated as of January 12, 2018 issued by GD Development Corporation, a Delaware corporation, in favor of GEODynamics B.V. in the original principal amount of $25,000,000.

Seller Note shall have the meaning specified in Section 8.01 of the Receivables Sale Agreement.

Seller Note means any unsecured promissory note (and any guarantee thereof) issued by one or more Credit Parties (or any Subsidiary of a Credit Party organized for purposes of the corresponding Permitted Acquisition, which as a part of such Permitted Acquisition will contemporaneously be merged with or into a Credit Party or otherwise will become a Credit Party promptly thereafter in accordance with this Agreement) in favor of a seller in connection with a Permitted Acquisition in an aggregate principal amount not to exceed the purchase price in respect of such Permitted Acquisition.