Seller Payments definition

Seller Payments has the meaning set forth in Section 9.1(c).
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Seller Payments has the meaning set forth in Section 3.4 of the Indenture.
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Seller Payments has the meaning set forth in Section 9.1(c). CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY
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Examples of Seller Payments in a sentence

  • Buyer and Seller agree that, for purposes of the calculation and payment of the Net Seller Payments pursuant to Section 2.08, the Pre-Tax Profit shall initially be determined using an estimated MSR Value equal to the fair market value of the MSR of applicable Mortgage Loans, as determined by Buyer in good faith.

  • Such Seller Payments shall be turned over to Seller without representation, warranty or guaranty by, or recourse against, Purchaser or CWII.

  • At the Effective Time, all Common Stock will cease to exist and each share of Common Stock outstanding immediately prior to the Effective Time (including any Stock Certificate that prior to the Effective Time represented such shares of Common Stock) shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the applicable portion of the Merger Consideration as provided in Section 1.6(b) and of the Other Seller Payments as provided in Section 1.11.

  • In order to facilitate the payment of any Other Seller Payments pursuant to this Agreement, such funds shall be paid to an account designated by the Paying Agent (on behalf of the Sellers) for distribution to the Sellers entitled thereto on a pro rata basis (based on each Seller’s Pro Rata Share), subject to such Sellers delivering to Parent a duly completed and executed Letter of Transmittal and Surrendered Certificate(s) prior to such time.

  • Subject to the terms and conditions of this Agreement, in consideration of the transfer of the Assets, Buyer shall pay to Seller Payments equal to $25,000 by (i) $21,010 payable in cash upon closing and (ii) $3,990 payable in 420,000 restricted Aptus warrants at a value of $ .0095 per warrant transferable at closing.

  • The purchase price for the Purchased Assets shall consist of (i) the Initial Cash Payment, (ii) the First Deferred Payment, (iii) the Second Deferred Payment, (iv) the Net Seller Payments, and (y) the Parent Shares (as such amount may be adjusted pursuant to Section 7.06, the “Purchase Price”).

  • The Corporation and each Seller hereby agree that all such Seller Payments when paid to CRC under the Promissory Note will be treated as having been paid to each Seller by the Corporation, in satisfaction of the Corporation’s requirement to make the Seller Payments as set forth in the Promissory Note and the Agreement.

  • Parent shall have the right to offset the amount owed by the Sellers’ pursuant to this Section 10.3 for one-half of any Transfer Taxes against any amounts owed to the Sellers pursuant to this Agreement, including any portion of the Total Closing Merger Consideration, any Other Seller Payments and any Earnout Shares (or Cash Earnout Payment).

  • In that regard, each Seller does hereby irrevocably direct the Corporation to pay or cause to be paid, all of the Seller Payments, when and as due under the terms of the Promissory Note and under the terms of the Agreement, to CRC as Payment Agent, and to issue the Promissory Note to CRC on behalf of each of the Sellers.

  • The purchase price for the Purchased Assets shall consist of (i) the Initial Cash Payment, (ii) the First Deferred Payment, (iii) the Second Deferred Payment, (iv) the Net Seller Payments, and (y) the Buyer Shares (as such amount may be adjusted pursuant to Section 7.06, the “Purchase Price”).


More Definitions of Seller Payments

Seller Payments has the meaning set forth in Section 12(e) below.
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Seller Payments means the (i) the Closing Payment and (ii) the payments contemplated by Section 2.02(d)(vii)(A). “Spare Parts” means spare parts and spare equipment (including spare tail-end shaft(s) and/or spare propellers/propeller blade(s)), machinery, instruments, rigging, anchors, chains, cables, accessories, equipment, appliances, unused stores and provisions, and all other appurtenances associated with each Vessel, and in each case, whether existing on such Vessel or on shore. “Specified Amount” means $5,000,000. “Specified Closing Date Indebtedness” means the Indebtedness set forth on Section 1.01(SCDI) of the Sellers Disclosure Schedule, in each case, to be calculated as of immediately prior to the Closing. “Subject Agreements” means each of the Contracts set forth on Section 1.01(SA) of the Sellers Disclosure Schedule. “Subject Charter” means each of the Xxxxx Xxxxx Charter and Methane Princess Charter. “Subject Guarantee” means each of the Contracts set forth on Section 1.01(SG) of the Sellers Disclosure Schedule. “Subsidiary” when used with respect to any party, means any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power (or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests) are, as of such date, owned by such party or one or more Subsidiaries of such party or by such party and one or more Subsidiaries of such party. Notwithstanding anything to the contrary in the Agreement, the Excluded Entities shall be deemed not to be Subsidiaries of any Company Group Member.
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Related to Seller Payments

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • FILOT Payments means the amount paid or to be paid in lieu of ad valorem property taxes as provided herein.

  • Cure Amounts means all cure amounts payable in order to cure any monetary defaults required to be cured under Section 365(b)(1) of the Bankruptcy Code or otherwise to effectuate, pursuant to the Bankruptcy Code, the assumption by the applicable Seller and assignment to Purchaser of the Purchased Contracts.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Interest Subsidy Payments means payments, designated as such, consisting of interest subsidies by the Department in respect of the Trust Student Loans to the Eligible Lender Trustee on behalf of the Trust in accordance with the Higher Education Act.

  • Contract Adjustment Payments means amounts payable by the Company on each Contract Adjustment Payment Date in respect of each Purchase Contract, at a rate per year of 2.725% on the Stated Amount per Purchase Contract.

  • Payments has the meaning set forth in Section 8.11.

  • Contingent Payments has the meaning set forth in Section 2.3(d).

  • Event Payments has the meaning set forth in Section 6.1(d).

  • Advance Reimbursement Amounts As defined in Section 3.29 hereof.

  • Transfer Payment Received As defined in Section 4.03.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Prepaid Expenses has the meaning set forth in Section 1.2(f).

  • Excess Penalty Charges With respect to any Serviced Loan and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected in respect of such Serviced Loan during such Collection Period, over (ii) all unpaid or unreimbursed Advances and Additional Trust Fund Expenses (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by the related Mortgagor, but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder) with respect to such Serviced Loan and reimbursed from such Penalty Charges (which such Advances and Additional Trust Fund Expenses shall be reimbursed from such Penalty Charges) in accordance with Section 3.14 of this Agreement and (B) Advances and expenses previously paid or reimbursed from Penalty Charges as described in the immediately preceding clause (A), which Advances and expenses have been recovered from the related Mortgagor or otherwise.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Transfer Payment Either or both of a Transfer Payment Made or a Transfer Payment Received.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Prepayment Charges Any prepayment premium or charge payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note or Mortgage, as applicable.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Scheduled Contracts has the meaning set forth in Section 4.16.

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Seller Contracts means those Contracts of Seller or any Other Seller that relate primarily to the Business.