Deferred Purchase Price Payment definition

Deferred Purchase Price Payment means an amount determined by multiplying $40,000 times the number of lots in excess of four (4) residential lots per acre (rounded to the nearest 1/4 acre) within any Final Plat (as defined below) within the Property. The Deferred Purchase Price Payment shall be due and shall be paid by Buyer to Seller within thirty (30) days after the date on which a final plat of subdivision (a "FINAL PLAT") has been recorded in with the County Clerk (defined below). Buyer shall use its good faith and diligent efforts to obtain and record a Final Plat as soon as is practicable after the last day of each of the First Period of the Lease Term and the Second Period of the Lease Term (each as defined in the Lease) covering all of the portion of the Property no longer covered by the Lease. If Buyer fails to use its good faith and diligent efforts to obtain and timely record such Final Plats as required pursuant to the preceding sentence and a zone change has been approved for the Property, then the Deferred Purchase Price Payment shall be immediately due and payable, and notwithstanding anything set forth above, the Deferred Purchase Price shall be determined by multiplying $40,000 times the number of lots in excess of four (4) residential lots per acre (rounded to the nearest 1/4 acre) approved by the County as the maximum density pursuant to the zone change for the Property. Notwithstanding the foregoing, in the event that Buyer has used its good faith and diligent efforts to obtain County approval for a zone change and a Final Plat, but has been unable to obtain either or both such approvals, then the periods for recording the Final Plats as set forth above shall be extended for the period reasonably necessary to obtain the required County approvals. Buyer shall deliver to Seller written notice of County approval of any recordation of any Final Plat or zone change within ten (10) days after such recordation or approval, and shall include with such notice a copy of the recorded Final Plat or County approval of the zone change, as the case may be. The Deferred Purchase Price Payment shall be based on the maximum approved or platted residential lots as approved by the County, regardless of whether Buyer actually constructs the maximum permissible number of residences on the applicable portion of the Property. The provisions of this Section 2.1.3 shall survive the Closing.
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Deferred Purchase Price Payment means, as of any Deferred Payment Date, (a) the Deferred Purchase Price on such date (as adjusted pursuant to Section 3.2 and Section 3.2.1) minus (b) the Special Tax Claim Exposure on such date;
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Deferred Purchase Price Payment has the meaning given to it in Section 6.1;
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Examples of Deferred Purchase Price Payment in a sentence

  • The Deferred Purchase Price Payment shall be secured by a blanket lien on the assets of the Company (the "Security Agreement") perfected under Article 9 of the Uniform Commercial Code.

  • Buyer shall pay to each of the Guarantors a minimum Deferred Purchase Price payment in the amount of Three Hundred Thousand Dollars ($300,000.00) (each, a "Minimum Deferred Purchase Price Payment") payable in three (3) annual payments of One Hundred Thousand Dollars ($100,000.00) each as provided in Section 3.5.3 hereinafter (each, an "Annual Minimum Deferred Purchase Price Installment").

  • Xxxxxxxxx shall forfeit the right to receive a Deferred Purchase Price Payment because of termination of the employment of the other individual pursuant to Section 6.1 or 6.2 of the Employment Agreement between the Buyer and the other such individual.

  • The amount of $132,421.11 is comprised of the amount attributable to the Closing Net Cash Adjustment plus the First Deferred Purchase Price Payment.

  • The Annual Minimum Deferred Purchase Price Payment payable to Xxxxx Xxxxxxxx shall be paid out per the following: $100,000 at the time of closing, $100,000 on the last business day of 2006 and $100,000 on the last business day of 2007.

  • This Note has been executed and delivered solely to evidence the Maker's obligations to the Holder in respect of the Deferred Purchase Price Payment and, except for deferring the due date of the Deferred Purchase Price Payment until the Maturity Date, nothing contained in this Note is intended to amend, alter, or modify any of the respective rights or obligations of either the Maker or the Holder under or with respect to the transactions contemplated by the Stock Purchase Agreement.

  • The Purchase Price and Deferred Purchase Price Payment will be converted from Canadian dollars into U.S. Dollars based at the official average currency exchange rate on December 31, 2005 which is: each US dollar is equal to 0.8580 Canadian dollar.

  • In addition, nothing contained in this Note is intended to alter, as between the Holder and the holder(s) of Senior Indebtedness, the relative payment priority of the Senior Indebtedness and the Deferred Purchase Price Payment (regardless of whether such payment priority exists and/or was established by operation of law or by contract).

  • Xxxxxxxxx shall forfeit all amounts that would otherwise be payable to them (regardless of whether any portion of such amount has accrued before the due date for payment) if the employment of either of them is terminated pursuant to Section 6.1 or 6.2 of their respective Employment Agreements before the due date of any Deferred Purchase Price Payment that would become payable under Section 3.5.5 of this Agreement; provided, however that neither Xxxxxx X.

  • Vasquez ------------------------------- By execution herein below, Bluegreen Corporation guarantees the payment, when due, by Purchaser to Seller of the Initial Purchase Price, the Deferred Purchase Price Payment and those portions of the Earn Out Payment earned by Seller during the Earn Out Period, as provided for in this Agreement and payment, when due, all Liabilities as are assumed by Purchaser in accordance with the provisions of Article 3 of this Agreement.


More Definitions of Deferred Purchase Price Payment

Deferred Purchase Price Payment has the meaning set forth in Section 3.03.
Sample 1
Deferred Purchase Price Payment means an amount equal to $7,500,000. “Deferred Revenue” means all deferred revenue of the Business classified as a current liability under GAAP. “Dispatch Solutions” means the leasing, renting, distribution, sale and/or resale to Business Clients of equipment, software, solutions and/or services for the dispatch and/or coordination of the operations of Taxis. “Employee Transfer Date” has the meaning set forth in Section 5.3(d)(iii). “Encumbrance” means any lien, pledge, charge, claim, encumbrance, security interest, option, mortgage, easement, restriction on transfer, preemptive right, right of first refusal, or other restriction of any kind, other than non-exclusive licenses of Intellectual Property. “Environmental Law” means any Law relating to (A) the protection, investigation or restoration of the environment, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, indoor air,
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Deferred Purchase Price Payment has the meaning given to this term in paragraph 3.1;
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Deferred Purchase Price Payment means the amount of Five Hundred Thousand ($500,000.00) Dollars payable by Purchaser to Seller in accordance with Section 2.2(a)(ii) of this Agreement.
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Deferred Purchase Price Payment is defined in Section 5.15(a) of this Agreement.
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Deferred Purchase Price Payment has the meaning specified in Section 2.2(b).
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Related to Deferred Purchase Price Payment

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Installment Payment has the meaning ascribed to it in Section 2.02(a).

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Adjusted Purchase Price has the meaning set forth in Section 2.2.

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • Installment Payment Date means the date on which an installment payment of an assessment is payable.

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Payment Amount has the meaning specified in Section 6.1.

  • Principal Payment Any payment of principal on a Mortgage Loan other than a Principal Prepayment.

  • Purchase Price has the meaning set forth in Section 2.1.

  • Accelerated Purchase Price means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, ninety-five percent (95%) of the lower of (i) the VWAP for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such applicable Accelerated Purchase Date (the “Accelerated Purchase Commencement Time”), and ending at the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading on the Principal Market on such applicable Accelerated Purchase Date, (B) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated Purchase Minimum Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the “Accelerated Purchase Termination Time”), and (ii) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Installment Amount means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the lesser of (x) the quotient of (I) the Principal amount outstanding under this Note as of the initial Installment Date, divided by (II) the number of Installment Dates occurring hereunder (as determined as of the initial Installment Date assuming no Deferrals, Accelerations, redemptions or conversions hereunder prior to the Maturity Date) and (y) the Principal amount then outstanding under this Note as of such Installment Date, and (ii) with respect to the Installment Date that is the Maturity Date, the Principal amount then outstanding under this Note as of such Installment Date (in each case, as any such Installment Amount may be reduced pursuant to the terms of this Note, whether upon conversion, redemption or Deferral), (B) any Deferral Amount deferred pursuant to Section 8(d) and included in such Installment Amount in accordance therewith, (C) any Acceleration Amount accelerated pursuant to Section 8(e) and included in such Installment Amount in accordance therewith and (D) in each case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest and Make-Whole Amount with respect thereto as of such Installment Date under this Note, if any, and accrued and unpaid Late Charges, if any, under this Note as of such Installment Date. In the event the Holder shall sell or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the each unpaid Installment Amount hereunder.