Estimated Seller Capital Contribution definition

Estimated Seller Capital Contribution means an amount equal to (i) Two Hundred Three Million Dollars ($203,000,000), plus (ii) the amount, if any, by which the Target Total Adjusted Capital exceeds the Estimated Total Adjusted Capital, minus (iii) the amount, if any, by which the Estimated Total Adjusted Capital exceeds the Target Total Adjusted Capital.

Examples of Estimated Seller Capital Contribution in a sentence

  • No later than five Business Days prior to the Closing Date, Seller shall deliver to Acquiror a statement (the “Estimated Closing Statement”) setting forth (i) the Estimated Seller Capital Contribution payable at the Closing, and (ii) the Estimated Total Adjusted Capital.

  • At the Closing the Seller will contribute to KMG and KMG in turn will contribute to KIC the Estimated Seller Capital Contribution.

  • The Acquiror acknowledges and agrees that the amount of the Estimated Seller Capital Contribution was negotiated and agreed to address all issues related to the adequacy and sufficiency of reserves as part of the adjustment required pursuant to this Section 2.09, and the Acquiror will not propose any adjustment of reserves pursuant to this Section 2.09.

Related to Estimated Seller Capital Contribution

  • Initial Capital Contribution has the meaning set forth in Section 4.1.

  • Additional Capital Contribution has the meaning set forth in Section 3.02.

  • Initial Capital Contributions has the meaning set forth in Section 3.01.

  • Unreturned Capital Contributions means all Capital Contributions made by a Class A Member less any returned capital.

  • Capital Contributions means, with respect to any Member, the amount of money (US Dollars) and the initial Gross Asset Value of any assets or property (other than money) contributed by the Member (or such Member’s predecessor in interest) to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752) with respect to the Units in the Company held or purchased by such Member, including additional Capital Contributions.

  • Capital Contribution means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership.

  • Additional Capital Contributions shall have the meaning set forth in Section 5.3.

  • Initial Contribution means that contribution each Participant has made or agrees to make pursuant to Section 5.1 of the Agreement.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Working Capital Escrow Amount means $2,000,000.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Contributing Partner means each Partner contributing (or deemed to have contributed on termination and reconstitution of the Partnership pursuant to Section 708 of the Code or otherwise) a Contributed Property.

  • Contribution Date has the meaning set forth in Section 4.3 hereof.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Financial Contribution means a contribution from an implementing partner in the form of own risk-taking capacity that is provided on a pari passu basis with the EU guarantee or in another form that allows an efficient implementation of the InvestEU Programme while ensuring appropriate alignment of interest;

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).