Seller Contribution Clause Samples

Seller Contribution. 5.12.1 The Seller shall procure that, by no later than the date falling three Business Days prior to Closing, an amount equal to: (i) €265,000,000 (the “Agreed Seller Contribution Amount”); minus (ii) the Estimated Cash; shall be contributed to the Target Group Companies (such amount being the “Seller Contribution”) in accordance with Clause 5.12.2 or, if no agreement can be reached pursuant to Clause 5.12.2, in such manner as the Seller (acting reasonably) considers appropriate. 5.12.2 As soon as reasonably practicable following the Put Option Date, the Seller and the Purchaser shall discuss in good faith and agree the portion of the Agreed Seller Contribution Amount that should be allocated in principle to each Target Group Company at the Effective Time, provided that it is agreed that: (i) not less than €120,000,000 and not more than €145,000,000 of the Agreed Seller Contribution 48 Amount shall be allocated to the French Subsidiaries, (ii) no Seller Contribution shall be made to the German NewCo, the UK NewCo or the ES NewCo, and (iii) the Seller will apply the Seller Contribution in such proportions as it reasonably believes will achieve the allocations agreed pursuant to this Clause 5.12.2. 5.12.3 The Seller shall use reasonable endeavours to procure that the Seller Contribution is made by way of capital contribution to the relevant Target Group Companies in a Tax neutral way. 5.12.4 The Seller shall provide the Purchaser with evidence of the payment of the Seller Contribution as soon as reasonably practicable thereafter (but in any event no later than one Business Day prior to Closing).

Seller Contribution. Seller agrees to pay: (A) □NO COST for Buyer to obtain financing. (B) □ $ to be used toward Buyer’s closing costs, discount points, prepaids and adjustments. (C) □ See attached Financing Addendum.

Seller Contribution. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall make the Seller Contribution.

Seller Contribution. The Sellers agree, among themselves, that to the extent that any Seller is required to indemnify any Buyer Indemnitee for any Buyer Indemnifiable Loss, the indemnifying Seller shall be entitled to contribution from the other Seller for the indemnifying Seller’s share of the Indemnifiable Losses paid by the indemnifying Seller in proportion to the Consideration received by such Seller. Nothing contained in this Section 7.7 shall limit any rights or remedies of the Buyer Indemnitees hereunder.

Seller Contribution. Upon the terms and subject to the conditions of this Agreement, at the Closing: (a) The Seller shall pay to the Company the Share Contribution Amount in exchange for the issuance by the Company to the Seller of 8,383,234 newly issued Ordinary Shares (as may be adjusted pursuant to the proviso in this Section 2.4(a), the “Seller Subscribed Shares”), free and clear of all Encumbrances and any transfer restrictions under applicable Legal Requirements; provided, however, that notwithstanding anything herein to the contrary, in the event that the Seller (x) is unable to satisfy its obligations pursuant to this Section 2.4(a) at the Closing if the Closing were then to occur, or (y) otherwise failed to satisfy its obligations pursuant to this Section 2.4(a), then, in each case, Purchaser A may (but shall not be obligated to) elect (in its sole and absolute discretion, the “Purchaser Election”), to subscribed for such 8,383,234 newly issued Ordinary Shares in lieu of the Seller (the “Election Subscribed Shares”) for the Election Purchase Price, and if such Purchaser Election has been made (i) the Seller Subscribed Shares shall equal zero (0) (and the Seller shall have no rights or obligations in respect thereof nor shall any of the Parties have any claim towards the Seller in connection with such related reduction of the Seller Subscribed Share), and (ii) the Share Contribution Amount shall be reduced to zero (0); and (b) The Seller shall pay to the Company the Debenture Contribution Amount in exchange for the issuance by the Company to the Seller of the Seller Subscribed Debentures, free and clear of all Encumbrances and any transfer restrictions under applicable Legal Requirements.

Seller Contribution. Seller agrees to pay (A) (C) NO COST for Buyer to obtain financing.

Seller Contribution. Upon the terms and subject to the conditions of this Agreement, at the Closing: (a) The Seller shall pay to the Company the Share Contribution Amount in exchange for the issuance by the Company to the Seller of 8,383,234 newly issued Ordinary Shares (as may be adjusted pursuant to the proviso in this Section 2.4(a), the “Seller Subscribed Shares”), free and clear of all Encumbrances and any transfer restrictions under applicable Legal Requirements; provided, however, that notwithstanding anything herein to the contrary, in the event that the Seller (x) is unable to satisfy its obligations pursuant to this Section 2.4(a) at the Closing if the Closing were then to occur, or (y) otherwise failed to satisfy its obligations pursuant to this Section 2.4(a), then, in each case, Purchaser A may (but shall not be obligated to) elect (in its sole and absolute discretion, the “Purchaser Election”), to subscribed for such 8,383,234 newly issued Ordinary Shares in lieu of the Seller (the “Election Subscribed Shares”) for the Election Purchase Price, and if such Purchaser Election has been made (i) the Seller Subscribed Shares shall equal zero

Seller Contribution. Upon the terms and subject to the conditions of this Agreement, at the Closing: (a) The Seller shall pay to the Company the Share Contribution Amount in exchange for the issuance by the Company to the Seller of [●]5 newly issued Ordinary Shares (as may be adjusted pursuant to the proviso in this Section 2.4(a), the “Seller Subscribed Shares”), free and clear of all Encumbrances and any transfer restrictions under applicable Legal Requirements;

Seller Contribution. Seller to pay up to $ for Purchaser’s closing costs, points, and pre-paid items.