Buyout Payment definition
Buyout Payment shall have the meaning as provided in Section 7.
Buyout Payment means the amount set forth in Article 2.
Buyout Payment means (a) the lesser of (1) the aggregate amount of payments due to Avenue Capital or Licensor, as applicable, under Section 5.3 for achievement of all listed milestone events therein less the amount of payments paid to Licensor under Section 5.3 for the achievement of one or more of such milestone events prior to the Buyout Closing Date; and (2) the Royalty NPV Amount, less (b) the amount of payments paid or payable by Licensee to Avenue Capital as required to extinguish the Avenue Capital Lien as described under Section 9.2(c).
Examples of Buyout Payment in a sentence
Upon a Buyout Payment in respect of any Reinsured LTC Policy, such policy, including any amendments, riders or endorsements attached thereto, shall cease to be a Reinsured Policy under this Agreement, and with the exception of the Buyout Payment (if the Reinsurer has consented to the relevant Buyout Settlement), the Reinsurer shall have no further liability with respect to such policy and any amendments, riders or endorsements attached thereto.
For the avoidance of doubt, the Reinsurer shall have no obligation or liability with respect to any Buyout Payment if it has not given its consent to the offering of the related Buyout Settlement.
In the event a Policyholder elects to accept a Buyout Settlement and the Reinsurer has consented to the offering of such Buyout Settlement, the full amount of the applicable Buyout Payment shall constitute a Reinsured Liability and be reinsured under this Agreement.
More Definitions of Buyout Payment
Buyout Payment means an accelerated pension benefit payment issued under Section 16-190.5 or 16-190.6 of the Code.
Buyout Payment means a one-time cash payment made by Stealth in lieu of all future, unpaid Success Payments (other than any then past-due Success Payments, which shall remain immediately due and payable) payable pursuant to Section 4.1, in an amount equal to the applicable Buyout Amount, in each case pursuant to the buyout election contained in either Section 2.11 or Section 4.8.
Buyout Payment means (***%***) of the net present value of the royalty payments otherwise likely to be due under this Agreement from the Buyout Payment Date through the later of the end of data regulatory exclusivity and the date upon which the last of the patents relating to Licensed Product expires. The determination of such royalty payments shall be made by a nationally recognized independent valuation firm mutually agreeable to Investor Representative and Aevi, and shall be based upon the net present value of such amounts utilizing a reasonable discount rate determined by such firm.
Buyout Payment has the meaning set forth in Section 3.14(a).
Buyout Payment has the meaning set forth in Section 16(b) hereof. “Change in Control of the Manager” shall be deemed to have occurred: (a) if any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than CIT Group Inc. (“CIT Group”) or an Affiliate of CIT Group, in a single transaction or in a related series of transactions, becomes the beneficial owner, directly or indirectly, of securities of the Manager representing more than 50% of the aggregate voting power of all classes of the Manager’s then outstanding voting securities (provided, however, no change in the ownership of CIT Group shall be deemed to be a “Change of Control” for purposes of this Agreement) or (b) upon approval by all requisite parties of (i) a plan of merger, consolidation, share exchange, business combination or similar transaction between the Manager and an entity (other than an Affiliate of the Manager that executes this Agreement and agrees to bound by the provisions hereof), or (ii) the execution of a binding proposal or agreement with respect to the sale, lease, transfer, exchange or other disposal of all, or substantially all, of the Manager’s assets to an entity (other than an Affiliate of the Manager in accordance with Section 11(a)).
Buyout Payment has the meaning given to such term in the Coinsurance Agreement.
Buyout Payment. The Buyout Payment for each Site shall be the fair market value, as determined by agreement between the parties or, if no agreement can be reached by use of an independent appraiser as described below: Within 30 days of the Buyer’s delivery of notice provided under 2.3 (a) above, ▇▇▇▇▇ and Seller shall confer and agree on an independent appraiser with experience and expertise in the renewable energy sector. If ▇▇▇▇▇▇ and Buyer do not agree upon the appointment of an independent appraiser within such thirty (30) days, then at the end of such period, Seller and Buyer shall notify each other in writing of their respective designation of three proposed independent appraisers. Seller and Buyer shall each within five (5) Business Days of receipt of such notice strike two of the proposed independent appraisers designated by the other party and shall provide notice of the same to the other party. The remaining two proposed independent appraisers shall, within two (2) Business Days of the last-received notice, select one of themselves to perform the valuation and provide notice thereof to Seller and Buyer. Seller and Buyer shall each be responsible for payment of one-half of the costs and expenses of the independent appraiser. The Parties shall promptly execute all documents necessary to cause title of the Generating Facility to pass to Buyer, free and clear of any liens. Seller shall assign all vendor warranties for the Generating Facility to Buyer, and Buyer shall pay the Buyout Payment at mutually-agreed upon terms. Upon commencement of Buyout Payment, there shall be no further Output payments. Seller shall provide Buyer with an operation and maintenance manual for any item purchased by Buyer. Transfer of the Generating Facility: Within sixty (60) days of receipt of the Buyout Payment, Seller shall transfer to Buyer ownership of the Generating Facilities subject to the Buyout and shall cooperate with the Buyer to give prompt effect to such transfer. All Output of the Generating Facilities shall become the property of the Buyer upon the date of receipt by Seller of the initial Buyout Payment, and the Buyer shall not be liable for any further payments for the Output as of that date. All other personal property of the Seller shall be removed from the Site in accordance with the requirements of the Lease, and the Lease Agreement shall be automatically terminated upon the Generating Facilities transfer date.