Seller Capital Contribution definition

Seller Capital Contribution means an amount equal to the Estimated Seller Capital Contribution plus or minus the Adjustment Amount, as applicable.
Sample 1

Examples of 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.

  • From the date hereof until the Closing, in the event that either Seller determines that the aggregate amount of the Seller Capital Contributions will exceed $10,000,000, such Seller agrees to promptly provide the Purchaser with written notice of such determination and each Seller Capital Contribution such Seller makes to a CMG Company.

  • 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.

  • The Seller will cause the Companies (i) to maintain and not invest their existing cash balance as reflected in the Most Recent Balance Sheet and (ii) to retain as cash and not invest the Seller Capital Contribution.

Related to 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.

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

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

  • 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.

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

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

  • Cash Contribution refers to a direct payment of Contribution in Canadian currency.

  • Cash contributions means the re- cipient’s cash outlay, including the outlay of money contributed to the re- cipient by third parties.

  • 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.”

  • Additional Contribution Each Member's pro-rata portion of a Required Amount, determined by multiplying the Required Amount by each Member's Interest.

  • Capital Commitment means, for any Borrower, the capital commitment of its Investors in the amount set forth in the applicable Subscription Agreements; “Capital Commitments” means all such Capital Commitments, collectively.

  • 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.

  • 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;

  • Additional contributions means contributions made by a member of a defined benefit plan to

  • Contributed Capital at any time, the aggregate amount which shall theretofore have been received by the Borrower as a contribution to its capital or as consideration for the issuance of partnership interests in the Borrower; Contributed Capital shall in any event exclude the proceeds of any Specified Affiliate Debt and any Restricted Equity.

  • Contribution Amount has the meaning given in subsection 444-90(1A) in Schedule 1 of the Australian Taxation Administration Act 1953 (Cth).

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

  • Contribution Indebtedness means Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than the proceeds from the issuance of Disqualified Stock or any cash contribution by an Issuer or a Restricted Subsidiary) made to the capital of the Company or a Restricted Subsidiary after the Issue Date (whether through the issuance of Capital Stock or otherwise); provided that such Contribution Indebtedness is incurred within 180 days after the making of the related cash contribution.

  • Book Capital Account means, for any Holder at any time, the Book Capital Account of the Holder for such day, determined in accordance with Section 8.1 hereof.

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

  • 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;

  • In-kind contribution means a contribution of goods or services received by a candidate committee, joint candidates committee, political committee, continuing political committee, political party committee, or legislative leadership committee, which contribution is paid for by a person or entity other than the recipient committee, but does not include services provided without compensation by an individual volunteering a part of or all of his or her time on behalf of a candidate or committee.

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following: