Other Seller Payment definition

Other Seller Payment means any additional cash amounts (without interest) payable from time to time to the Sellers pursuant to Section 2.10(b)(ii)(E) and Section 9.1(b).
Sample 1

Examples of Other Seller Payment in a sentence

  • After the Effective Time, each holder of Company Options issued and outstanding immediately prior to the Effective Time shall also be entitled to receive, as a result of the Merger and subject to and in accordance with Section 2.12, its Pro Rata Share of any Other Seller Payment.

  • After the Effective Time, each holder of Company Options issued and outstanding immediately prior to the Effective Time shall also be entitled to receive, as a result of the Merger and subject to and in accordance with S ection 2.12, its Pro Rata Share of any Other Seller Payment.

  • After the Effective Time, each holder of the Shares described in S ection 2.8(b)(i) or S ection 2.8(b)(ii) shall also be entitled to receive, as a result of the Merger and subject to and in accordance with S ection 2.12, such holder’s Pro Rata Share of any Other Seller Payment.

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  • The Parties acknowledge and agree that Parent and the Surviving Company shall have no liability to any Person relating to, or obligation to verify, the allocation of any Other Seller Payment among the Sellers as set forth in this Section 1.11, and upon payment of any Other Seller Payment in accordance with this Section 1.11 or as directed by the Representative, Parent will have satisfied all of its obligations under this Agreement with respect thereto.

Related to Other Seller Payment

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

  • Receivables Purchase Price means $1,403,509,094.50.

  • Seller has the meaning set forth in the Preamble.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Mortgage Loan Purchase Price The price, calculated as set forth in Section 10.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.

  • Seller Affiliate means any Affiliate of Seller.

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.

  • Seller Parent has the meaning set forth in the Preamble.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Receivables Purchase Documents means those documents entered into in connection with any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer to SPCs all of their respective rights, title and interest in and to certain receivables for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • 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.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

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

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Receivables Purchase Facility means any securitization facility made available to the Borrower or any of its Subsidiaries, pursuant to which receivables of the Borrower or any of its Subsidiaries are transferred to one or more SPCs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.