Closing Note Sample Clauses

Closing Note. This Agreement including any Schedule affixed hereto shall constitute the entire Agreement between the parties hereof. There is no representation, warranty, collateral agreement, or monetary condition, or benefit, which affects this Agreement, other than as expressed herein. Machinist 23.91 19.21 Welder/Fitter 22.78 18.74 Maintenance Mechanic 22.78 18.74 Welder 19.84 16.35 Machinist Trainee 19.58 16.12 Shipping/Receiving 18.30 15.08 Production Labourer 14.00 12.00 Machinist 24.29 19.59 Welder/Fitter 23.16 19.12 Maintenance Mechanic 23.16 19.12 Welder 20.22 16.73 Machinist Trainee 19.96 16.50 Shipping/Receiving 18.68 15.46 Production Labourer 14.38 12.38 Machinist 24.67 19.97 Welder/Fitter 23.54 19.50 Maintenance Mechanic 23.54 19.50 Welder 20.60 17.11 Machinist Trainee 20.34 16.88 Shipping/Receiving 19.06 15.84 Production Labourer 14.76 12.76
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Closing Note. (a) The Closing Note shall have the following terms and provisions: i. Three Million Dollars ($3,000,000) of principal payment; ii. no interest prior to default, after which interest shall accrue at twelve percent (12%) per annum; iii. fully assignable by the holder and negotiable, subject to restrictions and limitations of applicable securities laws; and iv. payments are only required to be made as follows: A) if, at any time during the Earn-Out Period, the cumulative, total Revenues earned by Clipper Cruise Line during the Earn-Out Period reach Seventy Million Dollars ($70,000,000), then Purchaser shall pay Seller one hundred percent (100%) of the Revenues earned by Clipper Cruise Line during the Earn-Out Period that exceed Seventy Million Dollars ($70,000,000); provided that in no event shall the amount of the Earn-Out Payment exceed Three Million Dollars ($3,000,000). B) within sixty (60) days after the end of each Fiscal Year within the Earn-Out Period, Purchaser shall prepare and deliver to Seller an "Annual Earn-Out Payment Statement." An Annual Earn-Out Payment Statement shall, at a minimum, set forth: (1) the total Revenues earned by Clipper Cruise Line during the immediately preceding Fiscal Year, and (2) the cumulative total Revenues earned by Clipper Cruise Line since the beginning of the Earn- Out Period. If, based on an Annual Earn-Out Payment Statement, any amount of the Earn-Out Payment is due and
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Closing Note. ANY CONTRAVENTION OF THESE TERMS, CONDITIONS AND REGULATIONS STATED FROM PAGES 5 to 12 INCLUSIVE COULD RESULT IN THE AUTOMATIC CANCELLATION OF THE STALL HOLDERS RIGHT TO OCCUPY SPACE AND FOR THE IMMEDIATE CESSATION OF THEIR TRADING OPERATIONS AT THE SHOW WITHOUT RECOMPENSE FOR SPACE CHARGES ALREADY PAID.
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Closing Note. (a) In the event that Seller and AM TRU do not have sufficient cash to close the Transaction and establish necessary working capital, Buyer will allow Seller and AM TRU to pay the amount of the shortfall, not exceeding $1 million (the “Shortfall Amount”), in accordance with terms of this Section 7.26. (b) The obligation of Seller and AM TRU to pay the Shortfall Amount shall be evidenced by a secured promissory note in the form of Exhibit 7.26(B) attached hereto (the “Closing Note”) to be made by Seller and AM TRU, jointly and severally, and delivered to Buyer on the Closing Date. The principal of the Closing Note shall bear interest at the rate of 5% per annum and shall mature on the second anniversary of the Closing Date. Interest accruing on the Closing Note shall be payable on the tenth day of each calendar month (the “Interest Payment Date”), beginning with the first calendar month after the Closing Date. Principal shall be payable at maturity, except that Seller and AM TRU shall be obligated to make mandatory principal prepayments as provided in subsection (f) below, and the principal may be voluntarily prepaid, in whole or in part, at any time. (c) The Closing Note will be secured by a first priority security interest in all of the assets of Seller and AM TRU, including the Excluded Assets and Seller’s Deposit Account (as defined below), whether existing as of the Closing Date or arising thereafter, under the terms of a Security Agreement in the form of Exhibit 7.26(C) attached hereto, executed by Seller and AM TRU and delivered to the Buyer on the Closing Date. (d) On or before the Closing Date, Seller shall establish its primary depository account with Buyer (the “Seller’s Deposit Account”), and after the Closing Date Seller shall remit and shall direct the primary lenders on all Participation Loans to remit all future principal and interest payments to the Seller’s Deposit Account. The Seller’s Deposit Account shall remain open until the principal and interest of the Closing Note are paid in full. (e) For as long as any of the principal of or interest on the Closing Note remains unpaid, Seller shall report to Buyer in writing, not later than the fifth business day of each calendar month, the aggregate amount of interest payments and the aggregate amount of principal payments on the Participation Loans identified on Exhibit 7.26(E)that were received by Seller during the preceding calendar month. On the following Interest Payment Date, Buyer shall d...
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Closing Note. On the Closing Date, Borrower shall execute and deliver to Lender the Closing Note, which Closing Note, together with Lender’s records, shall evidence the Advances and interest accruing thereon.
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Closing Note. At least two weeks prior to the Original Maturity ------------ Date, Storm shall, at Logitech's request, (a) inform Logitech in writing as to whether it will pay the principal amount of the Closing Note in full on the Original Maturity Date, (b) deliver to Logitech its balance sheet as of February 28, 1998, and the related statements of operations, cash flows and changes in stockholders' equity for the fiscal year to date period ended as of February 28, 1998; and/or (c) projected non-binding financial statements for the six (6) months immediately following the Original Maturity Date.
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Closing Note. The Closing Note in the form set forth as Exhibit A-1 executed by Buyer;
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Closing Note. If Seller and AM TRU are not entitled to receive a cash payment at the Closing, Seller and AM TRU shall have delivered the Closing Note to Buyer.
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Related to Closing Note

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Closing Deliveries of Buyer (i) Buyer and Target shall have entered into the Sellers’ Release and such release shall be in full force and effect as of the Closing: (ii) Buyer shall have executed and delivered to Sellers the Promissory Note(s), and such notes shall be in full force and effect as of the Closing; (iii) Buyer shall have entered into the Security Agreement, and such agreement shall be in full force and effect as of the Closing; (iv) Buyer shall have entered into the Sellers’ Non-Competition Agreement, and such agreement shall be in full force and effect as of the Closing; (v) Target shall have entered into ▇▇. ▇▇▇▇▇▇▇’▇ Employment Agreement, and such agreement shall be in full force and effect as of the Closing; (vi) Intentionally omitted; (vii) Intentionally omitted; (viii) Buyer shall have obtained from ACF ▇▇▇▇▇ I, LP and Jax Legacy Investments I, LLC (“Buyer’s Lenders”) a consent to the transactions contemplated by this Agreement including (A) the acquisition of Target, (B) the issuance of the Promissory Notes by Buyer, and (C) the pledging of assets by Buyer pursuant to the Security Agreement; (ix) Buyer shall have delivered to Sellers a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, as to: (i) the certificate of incorporation of Buyer and any amendments to thereto; (ii) the bylaws of the Buyer and any amendments thereto; and (iii) authorizing resolutions of the board of directors (or a duly authorized committee thereof) of the Buyer relating to this Agreement and the transactions contemplated hereby; and (x) Buyer shall have delivered the Closing Cash Payment to Sellers.

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.