Base Note definition
Examples of Base Note in a sentence
Notwithstanding any conflicting provisions contained in the Base Note, if at any time the unpaid balance of the Base Note exceeds the Borrowing Base, Debtor shall immediately pay to the Bank the difference, including all accumulated interest.
The Company further agrees to issue to the Purchaser PIK Note(s) pursuant to the terms of the Base Note.
A termination of this Agreement under Section 6.1 will not affect the rights of the Parties with respect to breaches of any agreement, covenant, representation or warranty contained in this Agreement, except as stated in Section 6.1 with respect to the obligation of Buyer to make Fixed Deferred Payments, Variable Deferred Payments or payments under the Base Note.
Upon the occurrence of a Tax Event and redemption of the Membership Interest by the Operating Company in accordance with Section 10.8 of the Amended LLC Agreement, Buyer shall have no further obligation to make Fixed Deferred Payments, Variable Deferred Payments or payments under the Base Note, other than any such payments that are due and payable at the time of such redemption but which have not been paid in full.
If Buyer makes the scheduled payment under the Base Note, but defers the Fixed Deferred Payment, that shall be regarded as a deferral for purposes of the preceding sentence.
The Fixed Deferred Payments shall be subordinated to payments then due and owing under the Base Note.
That portion of the Loan evidenced by the Borrowing Base Note shall hereinafter be referred to as the "Borrowing Base Loan" and that portion of the Loan evidenced by the Warehouse Note shall hereinafter be referred to as the "Warehouse Loan".
The aggregate purchase price (the "Purchase Price") for the Membership Interest being purchased under this Agreement, subject to adjustment as set forth below, will be comprised of a cash payment on the Closing Date in the amount of $1,000,000, the Base Note, the Fixed Deferred Payments and Variable Deferred Payments as provided in Sections 2.3, 2.4 and 2.5.
Notwithstanding the foregoing, Buyer may not defer the scheduled payment under the Base Note and the Fixed Deferred Payments hereunder more than four times in aggregate during the Fixed Payment Term.
The “Unit Equity Percentage” as of any day is the fraction, expressed as a percentage, (i) the numerator of which is the product of the Applicable Percentage, the sum of (x) the number of Note Hedging Units and (y) the number of Note Hedging Units under the Base Note Hedge Confirmation and the Note Hedging Unit Entitlement, and (ii) the denominator of which is the number of Shares outstanding on such day.