Seller Reserve Amount definition

Seller Reserve Amount means $250,000.00.
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Seller Reserve Amount means an amount in cash equal to the greater of (a) $1,500,000 or (b) an amount determined by the Sellers’ Representative prior to Closing.
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Seller Reserve Amount means $1,000,000.
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Examples of Seller Reserve Amount in a sentence

  • Notwithstanding anything to the contrary herein, in no event shall any Indemnified Party have any rights in or to the Seller Reserve Amount.

  • No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Sellers’ Representative and Parent; provided, however, that the Sellers’ Representative (without the consent of Parent) may amend Exhibit C hereto to adjust the allocation among the Sellers of the amounts payable to Sellers hereunder (e.g., to take into account the final Transaction Expenses and the final Seller Reserve Amount).

  • The Seller Reserve Amount shall be available to the Sellers’ Representative in addition to any amounts permitted to be paid to the Sellers’ Representative pursuant to this Section 9.13 of this Agreement.

  • The first $1,000,000 (the “Litigation Expense Amount”) of costs and expenses related to the defense of the Christou Litigation, including the amount of any negotiated settlement (collectively, the “Existing Litigation Costs”) shall be paid out of the Seller Reserve Amount.

  • The Seller Reserve Amount shall be used by the Sellers’ Representative for the payment of out-of-pocket expenses incurred by the Sellers’ Representative in connection with the performance of the Sellers’ Representative’s duties and obligations hereunder, including the payment of any amounts in connection with the Christou Litigation in accordance with the terms of this Agreement.

  • The Seller Reserve Amount shall be available to the Sellers' Representative in addition to any amounts permitted to be paid to the Sellers' Representative pursuant to this Article IX.

  • The Seller Reserve Amount shall be used by the Sellers' Representative for the payment of out-of-pocket expenses incurred by the Sellers' Representative in connection with the performance of the Sellers' Representative's duties and obligations hereunder.

  • Promptly following the distribution of the entire remaining balance of the Indemnity Escrow Shares pursuant to the terms of the Indemnity Escrow Agreement, the remainder of the Seller Reserve Amount, if any, shall be distributed by the Sellers' Representative or its designated agent, as applicable, to the Sellers in accordance with the percentages set forth on Schedule 2.2(a)(i).

  • If Seller distributes any amount to its unit holders representing a distribution in respect of the Seller Reserve Amount (a “Seller Reserve Amount Distribution”), Seller agrees to transfer by wire transfer of immediately available funds a portion of such Seller Reserve Amount Distribution to the Company equal to the Aggregate Option Holder Pro Rata Share thereof plus the employer portion of any employment Taxes payable with respect thereto.

  • The Sellers' Representative may receive compensation for services as the Sellers' Representative from the Sellers, and shall receive (i) the Seller Reserve Amount in accordance with Section 2.2(a), and (ii) reimbursement from, and be indemnified severally and not jointly by, the Sellers for any and all Losses incurred by the Sellers' Representative in the performance or discharge of its duties pursuant to this Article IX.


More Definitions of Seller Reserve Amount

Seller Reserve Amount means one million five hundred thousand dollars ($1,500,000).
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Seller Reserve Amount means the sum of $no less than $500,000 which Seller intends to withhold out of the Final Payment Amount for future contingencies and not distribute to its members promptly following the Closing.
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Seller Reserve Amount has the meaning provided in Section 2.2(a)(i).
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Related to Seller Reserve Amount

  • Required Reserve Amount means, with respect to any Payment Date, the lesser of (a) 0.25% of the difference of the Aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount as of the applicable Cutoff Date of all Receivables transferred to the Trust and (b) the Outstanding Amount of the Notes.

  • Interest Reserve Amount has the meaning set forth in Section 5.1(d).

  • Required Reserve Account Amount means, with respect to any Distribution Date on or after the Reserve Account Funding Date, an amount equal to (1) 0.50% of the Class A Invested Amount as of the preceding Distribution Date (after giving effect to all changes therein on such date) or (2) any other percentage (which may be 0%) of the Class A Invested Amount designated by the Transferors, provided that if such percentage is less than the percentage specified in clause (1) above, the Transferors shall have received the prior written consent of the Collateral Interest Holder and written notice from each Rating Agency that the Rating Agency Condition shall have been satisfied with respect to such designation and shall have delivered copies of each such written notice to the Servicer and the Trustee.

  • Professional Fee Reserve Amount means the total amount of Professional Fee Claims estimated in accordance with Article II.A.2(c) of the Plan.

  • Reserve Account Amount means, for any Distribution Date, the amount on deposit in and available for withdrawal from the Reserve Account on such Distribution Date (after giving effect to all deposits to and withdrawals from the Reserve Account on the preceding Distribution Date, or, in the case of the initial Distribution Date, the Closing Date), including all interest and other income (net of losses and investment expenses) earned on such amount during the preceding Collection Period.

  • Expense Reserve Account The trust account established pursuant to Section 10.3(d).

  • Available Reserve Account Amount means, with respect to any Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account on such date (after taking into account any interest and earnings retained in the Reserve Account pursuant to subsection 4.15(b) on such date, but before giving effect to any deposit made or to be made pursuant to subsection 4.11(i) to the Reserve Account on such date) and (b) the Required Reserve Account Amount.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Cash Reserve Account means an Eligible Deposit Account established in the name of the Trust and designated as the Cash Reserve Account for the purposes hereof, the balance of which shall be subject to the control of the Trust for the benefit of the Trust and the Seller and applied in accordance with the terms hereof, which account shall bear interest and shall initially be account number [*], maintained at [*];

  • Adjustment Escrow Amount means $1,000,000.

  • Yield Supplement Overcollateralization Amount means, with respect to any calendar month and the related Payment Date, or with respect to the Closing Date, the aggregate amount by which the Principal Balance as of the last day of the related Collection Period or the Cutoff Date, as applicable, of each of the related Receivables with an APR as stated in the related contract of less than the Required Rate, other than Defaulted Receivables, exceeds the present value, calculated by using a discount rate equal to the Required Rate, of each scheduled payment of each such Receivables assuming such scheduled payment is made on the last day of each month and each month has 30 days.

  • Reserve Account Required Amount means, with respect to any Payment Date, an amount equal to 0.25% of the Adjusted Pool Balance as of the Cutoff Date; provided, however, that in no event shall the Reserve Account Required Amount on any Payment Date be more than the aggregate Outstanding Amount of the Notes on such Payment Date (after giving effect to the allocation of principal payments on such Payment Date).

  • Target Overcollateralization Amount means, with respect to any Payment Date, 3.00% of the Adjusted Pool Balance as of the Cutoff Date. Notwithstanding the foregoing, the Target Overcollateralization Amount shall not exceed the Adjusted Pool Balance on such Payment Date.