Purchaser Payment Obligations definition

Purchaser Payment Obligations means the obligation by Purchaser to pay the Post-Closing Adjustment Amount (less the balance of the Holdback Accounts Receivable applied to the Post-Closing Adjustment Amount pursuant to Section 2.03) owed by Purchaser, if any, and any amounts owed by Purchaser under the Transition Services Agreement, plus Default Interest on any of the foregoing, if any.
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Examples of Purchaser Payment Obligations in a sentence

  • To the extent Purchaser fails to pay any Purchaser Payment Obligations when due, Purchaser shall be deemed to be in default of the Transition Services Agreement and, subject to a ten (10) Business Day cure period after receipt of written notice from Seller, Seller shall have the right to cease providing services thereunder.

  • Notwithstanding anything contained in this Agreement to the contrary, in the event Purchaser is actively contesting a failure of Seller to indemnify a Purchaser Indemnified Party pursuant to this Article 8, then during the pendency of such contesting, Purchaser shall not be deemed to be in breach of the Transition Services Agreement or the Purchaser Payment Obligations.

  • In addition, interest on past due Purchaser Payment Obligations shall begin to accrue from the date such payment was due at an annual rate equal to 7.5% (“Default Interest”).

  • Purchaser shall fully satisfy the Purchaser Payment Obligations at the times and in the manner agreed upon by Purchaser and such vendors.

  • The Guarantor has also undertaken in the Deed to indemnify the Vendor by not later than ten (10) days after the issuance of a written demand by the Vendor, for and against any failure by the Purchaser to perform the Purchaser Payment Obligations.

  • The Guarantor has undertaken in the Deed to guarantee to the Vendor, as principal obligor, the due and punctual payment of each and every sum which from time to time falls due from the Purchaser to the Vendor pursuant to the Purchaser Payment Obligations which is not paid on the due date thereof.

  • The parties acknowledge that Purchaser, Seller and such vendors have agreed that Purchaser shall be financially responsible for certain of such balances, to be paid in amounts and at times agreed upon between Purchaser and such vendors (the "Purchaser Payment Obligations").

Related to Purchaser Payment Obligations

  • L/C Reimbursement Obligation means, for any Letter of Credit, the obligation of the Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit.

  • Investment Obligations means and include, except as otherwise provided in the Supplemental Indenture providing for the authorization of Bonds, any of the following securities, if and to the extent that such securities are legal investments for funds of the Issuer;

  • Swap Agreement Obligations means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any Swap Agreement permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a Lender.

  • Payment Obligation means the Principal Amount of the District Note and, if the District Note is a Defaulted Note interest thereon at the Default Rate, until such amounts are paid in full.

  • Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • Net Obligation means the amount owed to PJMSettlement and PJM for purchases from the PJM Markets, Transmission Service, (under Tariff, Parts II and III , and other services pursuant to the Agreements, after applying a deduction for amounts owed to a Participant by PJMSettlement as it pertains to monthly market activity and services. Should other markets be formed such that Participants may incur future Obligations in those markets, then the aggregate amount of those Obligations will also be added to the Net Obligation.

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

  • Discount Obligation means any Collateral Debt Obligation acquired by, or on behalf of, the Issuer for a purchase price (excluding accrued interest thereon) of less than 90 per cent. of the principal amount of such Collateral Debt Obligation, provided that such Collateral Debt Obligation shall cease to be a Discount Obligation where the Market Value thereof for any period of 30 consecutive Business Days (excluding any period in which the Market Value of such Collateral Debt Obligations cannot be determined pursuant to paragraphs (a) or (b) of the definition of “Market Value”) equals or exceeds 95 per cent. of the principal amount of such Collateral Debt Obligation (as certified by the Collateral Manager to the Issuer, Trustee and Collateral Administrator).

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Loan Document Obligations means (a) the due and punctual payment by the Borrower of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations of the Borrower under this Agreement and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations (including with respect to attorneys’ fees) and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to each of the Loan Documents (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), in each case of clauses (a), (b) and (c), whether now or hereafter owing.

  • Credit Agreement Obligations means the “Obligations” as defined in the Credit Agreement.

  • L/C Obligations means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

  • Specified Obligations means Obligations consisting of the principal and interest on Loans, reimbursement obligations in respect of LC Disbursements and fees.

  • Credit Document Obligations shall have the meaning provided in the definition of "Obligations" in this Article IX.

  • Overdraft Obligations means, with respect to any Portfolio, the amount of any outstanding Overdraft(s) provided by the Custodian to such Portfolio together with all accrued interest thereon.

  • DIP Obligations means “DIP Obligations” as defined in the DIP Order.

  • Reimbursement Obligations means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.20 to reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any one or more drawings under Facility LCs.

  • Cash Management Obligation means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person under or in respect of a Cash Management Agreement.

  • Relevant Obligations means the Obligations constituting Bonds and Loans of the Reference Entity outstanding immediately prior to the effective date of the Succession Event, excluding any debt obligations outstanding between the Reference Entity and any of its Affiliates, as determined by the Calculation Agent. The Calculation Agent will determine the entity which succeeds to such Relevant Obligations on the basis of the Best Available Information. If the date on which the Best Available Information becomes available or is filed precedes the legally effective date of the relevant Succession Event, any assumptions as to the allocation of obligations between or among entities contained in the Best Available Information will be deemed to have been fulfilled as of the legally effective date of the Succession Event, whether or not this is in fact the case.

  • Cash Management Obligations means (a) obligations in respect of any treasury management services, overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services or any automated clearing house transfers of funds and (b) other obligations in respect of netting services, employee credit, commercial credit card, debit card, stored value card or purchase card programs and similar arrangements.

  • Reimbursement Obligation the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

  • Secured Cash Management Obligations means Obligations under Secured Cash Management Agreements.

  • Liquidity Obligations means all principal, interest, fees and other amounts owing to the Liquidity Providers under the Liquidity Facilities, Section 8.1 of the Participation Agreements or the Fee Letters.

  • Unasserted Obligations means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (i) the principal of and interest on, and fees relating to, any Indebtedness and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under Letters of Credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the Indemnitee) at such time.

  • Financial Instrument Obligations means obligations arising under: