Note C Clause Samples

Note C. For the purpose of calculating the Working Capital of the Company pursuant to the Stock Purchase Agreement Account No. 1540, Plant Materials And Operating Supplies, shall contain only the amount for plant materials and operating supplies located at Company facilities or locations and shall exclude any amount for the Company’s allocated share of plant materials and operating supplies located at facilities or locations belonging to Seller or other affiliated companies (which plant materials and operating supplies shall be retained by Seller or such other non-affiliated companies, as applicable, and shall not be assets as to which the Company has any rights of ownership, possession, use or access on and after the Closing Date).
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Note C. The obligation of Borrower to repay Loan-C shall be evidenced by Note-C executed by Borrower, payable to the order of Lender, in the principal amount of $650,000.00.
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Note C. With respect to Note C, the definition of Adjusted EBITDA is hereby modified to exclude any of Buyer's intra-company or related company debt, including but not limited to debt attributed to PPR. Adjusted EBITDA also shall not include any corporate overhead charges on the Non-Pivotal Business in excess of $50,000 per annum, and no direct third party costs incurred and paid by Buyer's corporate office on behalf of Non-Pivotal Business shall exceed the market rate at which such services could be obtained from unrelated third parties. If the Non-Pivotal Business pays any inter-company or related company debt, or any corporate overhead charges in excess of $50,000 per annum, or incurs any direct costs at prices in excess of prevailing market rates, then all such amounts shall be added back into the Adjusted EBITDA.
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Note C. A Framework Provider‟s distance (via an approved route) to the outbreak point and biosecurity risks will be assessed. The Contracting Body may consult a number of agencies such as the local police and local authorities; and will take a number of factors into account, including risks/considerations such as distance to be travelled, type of road, route through sensitive/ susceptible areas, weather conditions, neighbouring land use, activist movement. The Contracting Body will consider the full cost of disposal, including cleansing and disinfection of the disposal facility. Framework Providers will be assessed according to their prices in the Pricing Matrix. The transportation cost between the outbreak/incident point and disposal facility will also be taken in to account. Framework Providers will also be asked whether they have staff who regularly work with susceptible animals – if so a quarantine fee may be payable by the Contracting Body, which will also be taken into account in the overall cost of providing the service. For further information about quarantine fees please refer to the specification of requirements. Framework Providers may be required to provide evidence of their current legislative approvals
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Note C. Note C shall be that certain floating rate Construction Loan Promissory Note dated of even date herewith executed by Borrower in the amount of Four Million Four Hundred Fifty Eight Thousand Four Hundred Fifty Eight and No/100 Dollars ($4,458,458.00), together with all extensions, renewals and modifications thereof.
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Related to Note C

  • Term Notes (i) The Term Notes shall be substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

  • Revolving Notes The Revolving Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower to such Lender in an original principal amount equal to such Lender's Revolving Commitment Percentage of the Revolving Committed Amount and in substantially the form of Exhibit 2.1(e).

  • Term Note The Term Loan shall be evidenced by the Term Note. At the time of the disbursement of the Term Loan or a repayment made in whole or in part thereon, a notation thereof shall be made on the books and records of the Bank. All amounts recorded shall be, absent demonstrable error, conclusive and binding evidence of (i) the principal amount of the Term Loan advanced hereunder, (ii) any accrued and unpaid interest owing on the Term Loan and (iii) all amounts repaid on the Term Loan. The failure to record any such amount or any error in recording such amounts shall not, however, limit or otherwise affect the joint and several obligations of the Borrowers under the Term Note to repay the principal amount of the Term Loan, together with all interest accruing thereon.

  • Revolving Note The Revolving Loans made by each Lender shall, in addition to this Agreement, also be evidenced by a promissory note of the Borrower substantially in the form of Exhibit K (each a “Revolving Note”), payable to the order of such Lender in a principal amount equal to the amount of its Commitment as originally in effect and otherwise duly completed.

  • Term Loan Notes The Borrower agrees that, upon the request to the Administrative Agent by any Term Loan Lender made on or prior to the Restatement Effective Date with respect to its Term Loan made on such date, or in connection with any subsequent assignment pursuant to subsection 10.6(b), in order to evidence such Term Loan, the Borrower will execute and deliver to such Term Loan Lender a promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Term Loan Note”), with appropriate insertions therein as to payee, date and principal amount, payable to such Term Loan Lender and in a principal amount equal to the unpaid principal amount of the applicable Term Loans made (or acquired by assignment pursuant to subsection 10.6(b)) by such Term Loan Lender to the Borrower. Each Term Loan Note shall be dated the Restatement Effective Date and shall be payable as provided in subsection 2.2(b) and provide for the payment of interest in accordance with subsection 3.1.