Seller Contribution definition

Seller Contribution means the contribution to the capital of Arris HoldCo of all of the Shares free and clear of all Liens, except for any Lien created by or through Purchaser or any of its Affiliates or any Lien arising under the Securities Act, solely in exchange for the Stock Consideration and the Cash Consideration described in Section 3.02(a) (and as may be adjusted pursuant to this Agreement).

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Seller Contribution is defined in Section 2.01(f)(ii).

Seller Contribution shall have the meaning set forth in Section 2.1;

Examples of Seller Contribution in a sentence

• It is understood and agreed that a portion of the Seller Contribution Amount equal to the Seller Purchase Price shall be paid directly to the Company by the Purchasers, on behalf of the Seller, pursuant to Section 7.3.

• Services and Philipp covenant and agree that immediately after the Closing they shall use the Seller Contribution expressly for the purpose of paying off and discharging the Assumed Liabilities as set forth on Schedule B, of Seller, and for no other purpose.

• Services and Philipp further covenant and agree that they shall not use any portion of the Seller Contribution for payment of deferred or future compensation or other employee benefits of Philipp.

• It is understood and agreed that a portion of the Seller Contribution Amount equal to the Seller Purchase Price shall be paid directly to the Company by the Purchasers, on behalf of the Seller, pursuant to Section ‎7.3.

• At the Closing, the Seller Contribution shall be delivered to Purchaser, the parties shall execute and deliver the Deed of General Conveyance, Transfer and Assignment for the Transferred Assets and assumption of the Assumed Liabilities, and Seller shall deliver the books and records related to the Business.

• Pursuant to the Contribution, and as provided in Section 2.10, Seller shall have the right to receive from the Company and the Company shall have the obligation to pay to Seller the Company Contribution Adjustment, if any, and the Company shall have the right to receive from Seller and Seller shall have the obligation to pay to the Company the Seller Contribution Adjustment, if any.

• Buyer understands that certain regulations may disallow Buyer’s use of the total Seller Contribution, or that in some instances the total Seller Contribution may be greater than the total of Buyer’s closing costs.

• The Purchaser Contributions shall occur with or immediately after the Seller Contribution.

• The Seller Contribution Adjustment and the Company Contribution Adjustment, if any, shall bear simple interest at a rate of 12% per annum measured from the Closing Date to the date of such payment.

• Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof.

More Definitions of Seller Contribution

Seller Contribution. As defined in Section 2.01(a) of the Receivables Purchase Agreement.

Seller Contribution has the meaning assigned to such term in Section 2.01 of the Tranche B Receivables Purchase Agreement.