Purchase Money Notes Sample Clauses

Purchase Money Notes. If the transferor of an interest accepts a note made by the transferee of such interest in payment of all or a portion of the acquisition cost (a “Purchase Money Note”), such note shall be valued at its face amount; provided that if the interest rate on such Purchase Money Note is in excess of a market rate, then the value of such note shall be increased to reflect such above-market rate. Any disputes between County and Lessee as to whether the interest rate on a Purchase Money Note is in excess of a market rate or with respect to the valuation of a Purchase Money Note with an above-market rate of interest, shall be settled by arbitration pursuant to Article 16 below.
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Purchase Money Notes. If the transferor of an interest accepts a note made by the transferee of such interest in payment of all or a portion of the acquisition cost (a "Purchase Money Note"), such note shall be valued at its face amount. [strike through end]
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Purchase Money Notes. In connection with the sale of the Assets to the Company, as of the Closing Date the Company has issued to the Transferor, as a Holder, a single Class of Purchase Money Notes with the designation of the Class A Purchase Money Notes in the principal face amount of $6,050,777,826.70, with an interest rate equal to the Applicable Interest Rate.
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Purchase Money Notes. The purchase money note, if any, shall provide a 30 day grace period in the event of default if it is a first position loan and a 15 day grace period if a second position loan; shall provide for right of prepayment in whole or in part without penalty, shall not provide for acceleration or interest adjustment in event of resale of the Property; and shall be otherwise in form and content as required by Seller's attorney; provided, however, Seller may only require clauses customarily found in notes generally utilized by savings and loan institutions in the county wherein the Property is located. Buyer shall require all prior lien and encumbrances to be kept in good standing and forbid modifications of or future advances under prior mortgage(s).
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Purchase Money Notes. (a) In consideration of the transfer of the Assets to the Company to the extent such transfer constitutes a sale, the Company is, contemporaneously with the execution and delivery hereof, (i) issuing, executing and delivering to the Transferor the Purchase Money Note dated as of the date hereof with the maturity date and in the principal amount set forth on Schedule II hereto and (ii) executing and delivering the Reimbursement, Security and Guaranty Agreement, the Custodial and Paying Agency Agreement and the Account Control Agreement. In consideration of the Transferor agreeing to accept the Purchase Money Note, (x) on each Distribution Date prior to the Guaranty Issuance Date the Transferor will receive in respect of each Purchase Money Note, and (y) on each Distribution Date on or after the Guaranty Issuance Date the Purchase Money Notes Guarantor will receive in respect of each Guaranteed Purchase Money Note, and the Transferor will receive in respect of each Non-Guaranteed Purchase Money Note, in each case, a fee equal to one-twelfth of 1.0% of the outstanding principal amount of such Purchase Money Note (determined for this purpose disregarding any principal payments made under a Purchase Money Notes Guaranty, except to the extent having been reimbursed by the Company to the PMN Guarantor) calculated on each Determination Date and payable on each Distribution Date in accordance with Section 5.1(b)(vi) of the Custodial and Paying Agency Agreement (the “Purchase Money Notes Issuance Fee”). (b) The Transferor, as the initial Holder of the Purchase Money Notes, irrevocably acknowledges, and consents and agrees to, the terms of Article XII of the Reimbursement, Security and Guaranty Agreement, and to the terms of any other written agency or other similar agreement entered into between the PMN Agent and the Required PMN Consenting Parties. Without limitation of the preceding sentence, the PMN Agent will be authorized to act as the agent or other similar representative of and on behalf of the Holders for purposes of, among other matters, receiving notices and communications and exercising any rights and remedies pursuant to the Transaction Documents at the direction of the Required PMN Consenting Parties, together with such other powers and discretion as are reasonably incidental thereto.
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Purchase Money Notes. If the transferor of an interest accepts a note made by the transferee of such interest in payment of all or a portion of the acquisition cost (a “Purchase Money Note”), then for purposes of calculating the Net Proceeds Share from such transaction, such note shall be valued at its face amount; provided that if the interest rate on such Purchase Money Note is in excess of a market rate, then the value of such note shall be increased to reflect such above-market rate discounted to present value. Any disputes between County and Lessee as to whether the interest rate on a Purchase Money Note is in excess of a market rate or with respect to the valuation of a Purchase Money Note with an above-market rate of interest, shall be submitted to binding arbitration pursuant to Article 16 below.
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Purchase Money Notes. (a) The Purchase Money Loans of each Bank to Borrower shall be evidenced by a Purchase Money Reducing Revolving Credit Note of Borrower dated the date of its execution and payable to the order of such Bank in a principal amount equal to its initial Purchase Money Reducing Revolving Credit Commitment in substantially the form of Exhibit K attached hereto (with appropriate insertions) (as the same may from time to time be amended, modified extended or renewed, the "Purchase Money Notes"
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Related to Purchase Money Notes

  • Purchase Money Security Interest Notwithstanding Paragraph 2 above, which relates to transfer of title and risk of loss, until the price shall have been paid in full to WTD for any Products, WTD shall retain a purchase money security interest in the inventory of the Products presently in the possession of or hereafter acquired by Reseller, and if Reseller shall have sold the Products to any third party, the proceeds of resale (or claim thereto) shall belong to WTD. Reseller hereby appoints WTD as its attorney in fact to file any document, with any state or other governmental authority, as is necessary or desirable to perfect, continue, modify or terminate this security interest. Failure on the part of Reseller to pay the price when due shall give WTD the right (without prejudice to any other remedies): a. those in possession of the goods that are still owned by WTD, because they have not been paid for, agree not to contest or object to a court order allowing WTD to repossess said goods; and b. to prevent Reseller from reselling or parting with possession of the Products until the price therefore shall have been paid in full.

  • Indebtedness Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

  • Indebtedness Secured The Security Interest granted hereby secures payment and performance of any and all obligations, indebtedness and liability of Debtor to RBC (including interest thereon) present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, wheresoever and howsoever incurred and any ultimate unpaid balance thereof and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and whether Debtor be bound alone or with another or others and whether as principal or surety (hereinafter collectively called the “Indebtedness”). If the Security Interest in the Collateral is not sufficient, in the event of default, to satisfy all Indebtedness of the Debtor, the Debtor acknowledges and agrees that Debtor shall continue to be liable for any Indebtedness remaining outstanding and RBC shall be entitled to pursue full payment thereof.

  • Investments; Indebtedness PNU shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU or a direct or indirect wholly owned Subsidiary of PNU to or in PNU or any direct or indirect wholly owned Subsidiary of PNU, (y) pursuant to any contract or other legal obligation of PNU or any of its Subsidiaries as in effect at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 4.1(g) of the PNU Disclosure Schedule or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase the aggregate principal amount or amount of the facility, as the case may be.

  • Subordinated Indebtedness The Obligations constitute senior indebtedness which is entitled to the benefits of the subordination provisions of all outstanding Subordinated Indebtedness.