Institutional Vendors definition
Examples of Institutional Vendors in a sentence
The parties hereto are entering into this Escrow Agreement pursuant to clause 4 of the agreement dated 16 April 1997 (the "Purchase Agreement") made between AHI, Armor Holdings Limited ("AHL"), the Institutional Vendors (as defined therein), the Management Vendors (as defined therein) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
Not later than one Business Day before Completion the Company shall provide to the Institutional Vendors' Representative and the Purchaser details of the outstanding amount of PIK interest and cash interest accrued under the Groups' Existing Financing Arrangements in each case as at the expected Completion Date.
Following receipt of this information the Institutional Vendors' Representative and the Purchaser shall agree (each acting reasonably and in good faith) the final calculation of the Base Consideration, the Accruing Negative Consideration, the Completion Payment and the Cash Element.
Notices to the Institutional Vendors shall be sent to the undernoted addresses.
The decision of such firm (whose costs shall be borne as that firm shall decide or, in the absence of such direction, equally by the Institutional Vendors’ Representatives on the one hand and the Purchaser on the other hand) shall (in the absence of manifest error) be final and binding upon the Institutional Vendors and the Purchaser for the purposes of this Agreement.
Any notice or other document to be given hereunder to the Vendors(other than the Institutional Vendors), the Purchaser or the Guarantor shall be delivered, sent by first class recorded delivery or sent via facsimile (receipt electronically confirmed) to that party (with a copy to the Purchaser's or the Vendors' Solicitors respectively) at the undernoted addresses.
Any such Earnout Loan Notes shall be issued to the relevant Institutional Vendor within 5 Business Days of the determination of the amount of the Earnout Consideration in accordance with this Clause 7 The Earnout Consideration due to the Institutional Vendors (other than the Quester Funds) shall be apportioned between the Institutional Vendors (other than the Quester Funds) in accordance with their Cash Earnout Entitlements.
That part of the Consideration payable to the Institutional Vendors is inclusive of the amount of Accrued Dividends plus interest due to them as at the Completion Date.
The maximum aggregate liability of each of the Institutional Vendors, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in respect of any breach of the warranties in this Clause 9.2 shall not, in the absence of fraud or wilful non-disclosure on the part of such Vendor (or its officers, employees or advisers), exceed the amount of the Consideration payable to him, it or her.