Seller Note Clause Samples
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Seller Note. On each Seller Effective Date, the Purchaser shall issue to each related Seller a note substantially in the form of Exhibit B (each, as amended, supplemented or otherwise modified from time to time, a "Seller Note"); provided, that by the execution of this Agreement, any Seller Notes existing immediately prior to the Restatement Effective Date shall be deemed to be restated to be in the form of Exhibit B hereto as of the Restatement Effective Date. The aggregate principal amount of a Seller Note at any time shall be equal to the difference between (a) the aggregate principal amount on the issuance thereof and each addition to the principal amount of such Seller Note pursuant to the terms of Section 3.2 as of such time, minus (b) the aggregate amount of all payments made in respect of the principal of such Seller Note as of such time. All payments made in respect of a Seller Note shall be allocated, first, to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of a Seller Note shall accrue at a rate per annum equal to the highest Base Rate in effect during the applicable Settlement Period plus the percentage agreed to from time to time by the applicable Seller, the Purchaser and the Administrative Agent, which initially shall be 2%, from and including the related Seller Effective Date, to but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Date with respect to the principal amount of the Seller Note outstanding from time to time during the Settlement Period immediately preceding such Settlement Date and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on a Seller Note which is not so paid shall be added, at the request of such Seller, to the principal amount of such Seller Note. Principal hereunder not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date of a Seller Note. Default in the payment of principal or interest under a Seller Note shall not constitute a Purchase Termination Event under this Agreement, a Collection Agent Default or a Termination Event under the Receivables Transfer Agreement.
Seller Note. Section 2.05(e) is hereby amended and replaced in its entirety with the following:
(a) “(e) a promissory note in an original principal amount equal to the Seller Note Amount, in the form attached hereto as Exhibit TT; and”
(b) Exhibit TT (Seller Promissory Note) is hereby amended and replaced in its entirety with the revised Exhibit TT attached hereto.”
Seller Note. The Seller will not extinguish or cause to be extinguished or in any way reduce the value of the Seller Note on or before the November 1997 Distribution Date, except to the extent that reductions in the principal value of the Seller Note are necessary to fund the repurchase by the Seller of Receivables pursuant to Section 4.7 hereof.
Seller Note. The Company shall not, and shall not permit any Restricted Subsidiary to, and Parent shall not, consolidate with or merge with or into the issuer of or other obligor under (or any guarantor of) the Seller Note or otherwise assume, directly or indirectly, the Debt represented by the Seller Note, unless immediately after giving pro forma effect to such consolidation, merger or assumption:
(a) no Default or Event of Default shall have occurred and be continuing;
(b) the Company would be able to Incur an additional $1.00 of Debt under paragraph (a) of Section 4.09; and
(c) the assumption of the Seller Note is treated as a Restricted Payment in an amount equal to the aggregate principal amount outstanding of the Seller Note at the time of such assumption; provided, however, that if such assumption is made by merger or consolidation with the obligor under the Seller Note, the aggregate principal amount outstanding of the Seller Note at the time of such assumption shall be excluded from the calculation of the value of the assets being contributed as part of such merger or consolidation for purposes of paragraph (a)(iii)(B)(x) or (a)(iii)(D) of Section 4.10.
Seller Note. A copy of the Seller Note and all related documents and a subordination agreement covering the Seller Note and the related documents in a form satisfactory to Lender.
Seller Note. Where a Series Notice so provides, the Trustee may issue a debt instrument (the Seller Note) to the relevant Approved Seller with respect to any ongoing obligations of the Approved Seller with respect to Purchased Receivables acquired from the Approved Seller by the Trustee.
Seller Note. (a) On the Closing Date, Recco issued to the Seller the seller note substantially in the form of Exhibit A (the "Seller Note"). The principal amount of the Seller Note shall be calculated pursuant to the Daily Report and, on any day, shall be equal to the Seller Interest on such day. The Seller Note shall (x) be dated the Closing Date, and (y) be stated to mature on the Scheduled Maturity Date. Interest on the principal amount of the Seller Note shall accrue and be payable on each Determination Date, as provided in the Security Agreement, at a rate per annum equal to the Seller Note Interest Rate. Accrued but unpaid interest on Seller Note shall not be capitalized. The principal amount of the Seller Note shall not be increased after the Commitment Termination Date.
(b) Seller agrees and confirms that the Seller Note represents solely an obligation of Recco to make certain payments from funds available under the Security Agreement and only to the extent, in the manner and at the times set forth in the Security Agreement, and that the Seller Note does not represent an interest in, and is not secured by, the Purchased Contracts, the proceeds thereof or any other Collateral.
(c) Recco may at any time and from time to time prepay the Seller Note, in whole or in part, without premium or penalty, provided that a Wind-Down Event would not occur as a result of such prepayment.
Seller Note. The Parent shall have issued the Seller Note, and the proceeds thereof shall be applied to the purchase price of the Acquisition.
Seller Note. 51 11.2 Form ................................................................................................... 51 (ii) 12. LIMITS ON RIGHTS OF NOTEHOLDERS AND BENEFICIARY ................................................................. 51
Seller Note. On the date hereof Purchaser shall lend to Seller and Seller shall borrow from Purchaser the sum of $500,000 pursuant to the Seller Note.