ED Payment definition

ED Payment means the lesser of (a) Twelve Million Dollars ($12,000,000) and (b) the net proceeds to be paid to the Seller Representative pursuant to Section 1.7(a) after giving effect to the adjustments contemplated by clauses (ii) through (vi) of Section 1.7(a).
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Examples of ED Payment in a sentence

  • At the Initial Closing, on behalf of the Sellers, Purchaser shall wire the ED Payment to an account of ED to be specified by ED to Purchaser at least three (3) Business Days prior to the Closing Date.

  • In the event that the ED Payment is less than Twelve Million Dollars ($12,000,000), the Sellers shall fund any such shortfall directly to ED at the Initial Closing.

  • At the Initial Closing, on behalf of the Sellers, Purchaser shall wire the ED Payment to an account of ED to be specified in a written notice delivered by the Seller Representative to Purchaser at least three (3) Business Days prior to the Closing Date.

  • In the event that the ED Payment is less than Four Million Five Hundred Thousand Dollars ($4,500,000), the Sellers shall fund any such shortfall directly to ED at the Initial Closing.

Related to ED Payment

  • Specified Payment means any Permitted Acquisition, Investment, loan, advance, incurrence of or payment with respect to Indebtedness or other transaction made subject to satisfaction of the Payment Conditions or any component thereof.

  • Reduced payment means a payment that is for less than the amount agreed upon in a subcontract in accordance with its terms and conditions, for supplies and services for which the Government has paid the prime contractor.

  • Deferred Payment means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Required Payment shall have the meaning assigned such term in Section 4.04.

  • Permitted Payment as defined in Subsection 8.2(b).