Buyer Value definition

Buyer Value means an amount equal to the aggregate valuation of Buyer or its successors or assigns reflected in the Transaction or Transactions, including the amount of cash, the assumption of indebtedness and the fair value of all non-cash consideration received in the Transaction or Transactions (including, without limitation, all amounts paid or distributed to holders of membership interests, capital stock or other equity interests in the Company) less the aggregate purchase price of any acquisitions made by Buyer after the Closing. Notwithstanding the foregoing, a "Transaction" shall not include a sale by Buyer Parent of membership interests as part of (i) a capital raising transaction in which no member of Buyer Parent sells any membership interests, (ii) a business acquisition by Buyer Parent or Buyer of an unaffiliated third Person, (iii) transfers of membership interests by individual members of Buyer Parent to unaffiliated third Persons constituting in the aggregate less than 10% of Buyer Parent's total membership interest in the aggregate or (iv) repurchases or redemptions of membership interests pursuant to that certain Securityholders' Agreement of Buyer Parent dated as of the date hereof, that certain Buy/Sell Agreement of Buyer Parent dated as of the date hereof, or that certain Limited Liability Company Agreement of Buyer Parent dated as of the date hereof. Any payment made pursuant to this Section 7.1 shall be treated by Parent, Seller, Buyer Parent and Buyer as an increase to the Purchase Price.
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Examples of Buyer Value in a sentence

  • Buyer Value Option Program Market home for first 90 days through the Marketing Assistance Program and close through 3rd party company.

  • All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by fax or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice): if to Buyer: Value City Department Stores, Inc.

  • In the event of source inspection by Buyer, Value Plastics reserves the right to designate the place within the plant where inspection may be performed and to deny access to areas and processes considered proprietary to Value Plastics.

  • Following the Closing Date and for a period of ten (10) years thereafter, Buyer shall charge Seller to transmit RF signal messages and SENS messages at a discount of 25% to the lowest fees charged by any Buyer Value Added Resellers or distributors for such services; provided however, that Buyer may change its prices upon 30 days written notice to Seller.

  • A15 shall be treated as a “Seller” for the purposes of Section 8.1 of the Aleph Cayman Shareholders’ Agreement and the Call Option as defined in clause 9 (Buyer Value Protection) of the CVC SPA.

  • The Company represents that it intends to use the Buyer Value Option “BVO” Program to assist in Tse’s relocation.

  • In order to qualify for the Buyer Value Option Program, the home that you are selling under the program must be your primary residence.

  • The U.S. Homeowner - BVO (Buyer Value Option) Relocation Guideline ("Guideline") is a guide for associates of Cerner Corporation and its affiliated entities ("Cerner" ) who are considering or have accepted an offer involving relocation within the U.S., and a resource for managers and others responsible for administering relocation programs.

  • If the third party’s proposed sale agreement is satisfactory to HomeServices Relocation, and if HomeServices Relocation has made all other necessary determinations, HomeServices Relocation shall execute the Homesale Agreement at the Buyer Value price.

  • The Company will provide Executive with relocation assistance in accordance with the Company’s Buyer Value Option Homeowner Relocation Policy.