Seller Portion definition

Seller Portion means all of the Escrowed Funds less the Buyer Portion.

Seller Portion means the portion of the NOARK Notes guaranteed by the Seller Guaranty.

Seller Portion means, with respect to any Shared Contract, all rights and obligations under such Shared Contract and any purchase orders in connection therewith other than the Purchaser Portion of such Shared Contract.

Examples of Seller Portion in a sentence

• The Seller has agreed that the Issuer Portion will be distributed to the Issuer in accordance with the terms of the Collection Account Declaration of Trust and acknowledges and agrees that the Seller Portion and Collection Account Beneficiary Portions shall be distributed to the other beneficiaries of the Collection Account Declaration of Trust.

• The aggregate consideration to be paid by Purchaser for the Membership Interests (the “Purchase Price”) shall be equal to (i) $562,500,000, (the “Cash Purchase Price”), plus (ii) the Aggregate Adjustment as finally determined pursuant to and at the time provided under Section 2.4 (which the Parties agree may be a negative number), minus (iii) the Seller Portion of the R&W Premium Amount, plus (iv) 11,200,000 LP Units (the “Equity Purchase Price”).

• Just as the CPI fails to capture lower prices for consumers due to the entry and expansion of big-box retailers like Wal-Mart, import price indexes and the intermediate input price indexes based on them do not capture the price drops associated with a shift to new low-cost suppliers in China and other developing countries.

• Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Seller Portion under and in respect of such Shared Contract.

• Purchaser shall be responsible for the premium and for all other costs of procuring the R&W Insurance Policy other than the Seller Portion of the R&W Premium Amount.

More Definitions of Seller Portion

Seller Portion means the portion of any Master Agreement to the extent related to the Seller Business.

Seller Portion means, with respect to any Damages for which Buyer Indemnified Parties are entitled to indemnification pursuant to Section 12.2(a)(x) or with respect to the Hanjin Recovery Amount for which the Selling Members are entitled to a portion of pursuant to Section 3.3(d), an amount equal to 89.2465% of the aggregate amount of such Damages or aggregate amount of such Hanjin Recovery Amount, as applicable.

Seller Portion has the meaning set forth on Schedule 1.01(h). “Seller Related Party” shall mean the Seller, Seller Parent, the Company and any of their respective Affiliates and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives. “Seller’s Licensed IP Rights” means, other than Trademarks, any and all Intellectual Property Rights owned by Seller Parent or any of its Subsidiaries (other than the Group Companies) that were used or practiced in the Business in the twelve (12) months prior to the Closing. “Shared Contract” means any Contract to which Seller or any of its Subsidiaries is a party with any non-Affiliated third party and which materially benefits both the Business and any Retained Business. “Specified Contract” means the Contract identified on Schedule 1.01(i)(i). “Specified Matter” means the matter described on Schedule 1.01(i)(ii). “Subsidiary” means, with respect to a Person, a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person. “Target Closing Net Working Capital” means $187,000,000. “Tax Return” means all Tax returns, declarations, statements, reports, schedules, forms and information returns and any schedule or attachment thereto, including any amendment to any of the foregoing relating to Taxes. 12

Seller Portion means, with respect to any Shared Contract, all rights and obligations under such Shared Contract and any purchase or sales orders in connection therewith other than the Purchaser Portion of such Shared Contract.

Seller Portion means a fraction (a) the numerator of which is the Purchase Price and (b) the denominator of which is an amount equal to the sum of (i) the Purchase Price and (ii) the Aggregate Buyer Payment Plan Amount.

Seller Portion means, with respect to the Collection Agent Fee for any Settlement Period, a percentage thereof equal to the weighted (based on the Outstanding Balance of Eligible Receivables in each of Pool A and Pool B) average of 100% minus the aggregate percentage of the Receivables Ownership Interests of both Purchasers with respect to each of Pool A and Pool B respectively as of the close of business on the last day of such Settlement Period.

Seller Portion means a fraction, the numerator of which is equal to the number of days elapsed in the calendar month in which the Closing occurs on the Closing Date (but not, for the avoidance of doubt, including the Closing Date) and the denominator of which is equal to the total number of days in such calendar month.