Purchase Note Sample Clauses
A Purchase Note clause serves to formally document the details of a transaction between a buyer and a seller. It typically outlines the items or services purchased, quantities, prices, and any relevant terms of sale, such as delivery dates or payment conditions. By providing a clear record of the purchase, this clause helps prevent disputes over what was agreed upon and ensures both parties have a mutual understanding of the transaction's specifics.
Purchase Note. The Purchase Note shall have the terms and conditions as set forth in this Section 5.
Purchase Note. “Purchase Note” shall mean the senior secured convertible promissory note in the form of Exhibit B annexed hereto and made a part hereof.
Purchase Note. Immediately upon the execution of this Agreement, Assignor shall execute and deliver to Assignee a promissory note in the principal amount of $58,435.80 in the form attached as Exhibit B (the “Purchase Note”).
Purchase Note. (a) Buyer shall deliver to Seller at Closing a promissory note (the "Purchase Note"), substantially in the form attached hereto as an exhibit, which Purchase Note shall be made by Buyer in favor of Seller, in an original principal amount equal to (x) the Principal Amount (as defined below).
(b) At least three days prior to the Closing Date, Seller shall deliver to Buyer (i) an unaudited balance sheet of the Government Technology Division, dated at the date of delivery ("Closing Balance Sheet"), and (ii) Seller's estimate of the Net Asset Value of the Government Technology Division as of the date of delivery. "Net Asset Value" of the Government Technology Division shall be equal to the difference between (a) the value of the assets of the Government Technology Division, and (b) the amount of accounts payable and accrued expenses which are directly attributable to the Government Technology Division. Seller's estimate of the Net Asset Value shall be based on the assets of the division as reflected on the Closing Balance Sheet and the accounts payable and accrued expenses of the Government Technology Division as reflected on the Closing Balance Sheet. The Principal Amount of the Purchase Note shall be equal to the lesser of (i) Seller's estimated Net Asset Value, and (ii) the Net Asset Value of the Government Technology Division as calculated based on the assets of the Government Technology Division as reflected on the October Balance Sheet, plus (y) $400,000 minus (z) the Cash Payment. To the extent that Buyer objects to Seller's estimated Net Asset Value, the Closing Balance Sheet shall be submitted to an auditor to determine the Net Asset Value of the Government Technology Division. If the parties cannot agree on an auditor then Buyer and Seller shall each separately designate an independent auditor, and, within 7 days after their appointment, the designated independent auditors shall designate an independent auditor which shall make the final determination of Net Asset Value (the "Neutral Auditor"). The failure by either of the parties to appoint an independent auditor within the time allowed shall be deemed equivalent to appointing the other party's independent auditor as the Neutral Auditor. Within 10 days after the appointment of the Neutral Auditor, the Neutral Auditor shall render its appraisal of the Net Asset Value, which appraisal shall be binding and conclusive. The parties shall equally share the costs of the Neutral Auditor.
Purchase Note. The Purchase Note delivered to ZCC IV shall be ------------- signed by the Debtor and shall conform to the attached Exhibit B, with the --------- blank spaces filled in appropriately.
Purchase Note. Notwithstanding the provisions of Section 2.6(b)(i), the Purchase Note shall be made payable to New West Realty, Inc. Notwithstanding the provisions of (a) Section 2.6(b)(ii)(B), Twelve Thousand Dollars ($12,000) of interest shall be paid monthly under the Purchase Note in arrears for the first two calendar months of 2010 and thereafter shall be paid quarterly in arrears commencing April 1, 2010 and (b) Section 2.6(b)(ii)(F), the Purchase Note may be bifurcated into up to four (4) promissory notes on the Adjustment Date. The Purchase Note attached to the Purchase Agreement as Exhibit I shall be modified to incorporate the foregoing.
Purchase Note. The amount of the Purchase Price, less the Deposit, shall be paid by delivery to Seller at the Closing of a note ("Purchase Note") and deed of trust ("Deed of Trust") in the forms of EXHIBITS G AND H respectively attached hereto.
Purchase Note. Buyer shall deliver to the Shareholders' representative at Closing a promissory note (the "Purchase Note"), in the principled amount of $180,000 bearing no interest and requiring Buyer to make payments in accordance with the schedule set forth on the annexed to the promissory note, total payments to be made by December 15, 1999.
Purchase Note. Seller agrees and covenants to the Buyer that:
(a) Upon the request of the Buyer (whether at the Closing or otherwise), the Seller shall execute and deliver to the Buyer a commercially reasonable subordination agreement subordinating the Purchase Note to the loan obligations of Buyer to Buyer’s lender with which the Buyer has loan obligations as of the Closing Date (the “Subordination Agreement”)
(b) The Purchase Note shall be subordinated to the indebtedness, security interests owed to the Buyer’s Lender pursuant to the terms and provisions of the Subordination Agreement.
(iii) The Seller shall promptly execute and deliver to the Buyer any and all commercially reasonable agreements and other similar documents reasonably required by the Buyer’s Lender in connection with the Subordination Agreement.
(iv) The Seller shall promptly execute and deliver to the Buyer any and all replacements of and/or substitutions for the Subordination Agreement so long as the terms and provisions of such substitute and replacement for the Subordination Agreement impose substantially the same obligations on the Seller as the original version of the Subordination Agreement first executed by the Seller, and for the purposes of this Agreement, the term “Subordination Agreement” shall include therein any and all such substituted and replacements therefor.