Migration Payment definition

Migration Payment shall have the meaning set forth in Section 1.05(b)(v) of this Agreement. "Migration Period" shall have the meaning set forth in Section 1.05(b) of this Agreement.
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Examples of Migration Payment in a sentence

  • For all Tax purposes, the Parties shall treat the Migration Payment Amounts paid to Sellers pursuant to this Section 2.05 as a portion of the Purchase Price (except to the extent of any portion treated as imputed interest under Section 483 of the Code and Treasury Regulations Section 1.1275-4(c)).

  • The Independent Accountant shall only decide the specific items under dispute by the Parties and its decision for each Disputed Amount must be within the range of values assigned to each such item in the Migration Payment Report and the Notice of Disagreement, respectively.

  • Nothing in this Agreement creates a fiduciary duty on the part of Buyer to Sellers in respect of any Migration Payment Amount.

  • Buyer has the right to conduct the Business in its sole discretion after Closing, provided that Buyer shall not, directly or indirectly, take any actions in bad faith for the purpose of avoiding or reducing any Migration Payment Amount or any Migrations.

  • At the end of such thirty (30)-day period, if Sellers and Buyer fail to reach agreement with respect to all such matters specified in the Notice of Disagreement, the disputed matter may be submitted at any time thereafter by either Buyer or Sellers to be resolved by the Independent Accountant who, acting as experts and not arbitrators, shall resolve the disputed matters only and make any adjustments to the Migration Payment Amount, as the case may be.

  • At the time of Closing, the aggregate purchase price for the Purchased Assets shall be the sum of (a) Twenty Million Dollars ($20,000,000), subject to adjustment pursuant to Section 2.06 hereof, plus (b) the Migration Payment Amount, if any, when due and payable pursuant to this Section 2.05 up to a maximum amount of Nineteen Million Dollars ($19,000,000) (together, the “Purchase Price”).

Related to Migration Payment

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Production Payment means a production payment obligation (whether volumetric or dollar denominated) of the Borrower or any of its Restricted Subsidiaries which are payable from a specified share of proceeds received from production from specified Oil and Gas Properties, together with all undertakings and obligations in connection therewith.

  • Facilitation Payment means any sums of unofficial payment made to secure, expedite or facilitate an ordinary governmental action, process or procedure to a Public Body.

  • Termination Payment means the amount payable by either Party to the other upon Termination in accordance with Article 23;

  • Principal Relocation Payment A payment from any Loan Group to REMIC 1 Regular Interests other than those of their corresponding Loan Group as provided in the Preliminary Statement. Principal Relocation Payments shall be made of principal allocations comprising the Principal Amount from a Loan Group.