Buyer Portion definition

Buyer Portion means , subject to the last sentence of this paragraph, all or a part of the (i) the Deposited Amount multiplied by a fraction of which (x) the numerator is the Reserve Deficiency and (y) the denominator is the Deposited Amount, plus (ii) the same fractional proportion of interest, dividends and other distributions earned on the Deposited Amount to the Settlement Date, plus (iii) to the extent that Buyer has not been fully compensated for principal and interest on the Reserve Deficiency as calculated pursuant to (i) and (ii) above, an amount equal to any Tax Distributions the Escrow Agent has released to Seller for Tax Distributions including an amount of interest on such Tax Distributions from the release date at a rate equal to the average rate of return on the Deposited Amount to the Settlement Date. The final amount paid to Buyer shall be reduced by amounts paid to Buyer pursuant to Section 6(d) and the amount of interest in the Escrow Account shall be equitably allocated to Buyer with the recognition that Buyer may have received all or a part of the Buyer Portion under clause (i) above prior to the Settlement Date. If clause (iii) is applicable, Buyer shall cooperate in any of Seller's efforts to seek a refund of or tax benefit with respect to income taxes paid or tax benefits used by Seller in respect of earnings on Escrowed Funds. It is the intention of the above calculations that Buyer receive all or a part of the Deposited Amount equal to the Reserve Deficiency and that Buyer (and Seller, if applicable) receive on the Settlement Date an equitable apportionment of interest on the amount of the Deposited Amount (taking into consideration any distributions from the Escrowed Funds) to which they are entitled pursuant to this Agreement.
Sample 1
Buyer Portion shall have the meaning set forth in Section 8.2(b).
Sample 1
Buyer Portion means a fraction (i) the numerator of which is the sum of (A) the number of shares of Company Common Stock held by Buyer plus (B) the number of shares of Company Common Stock which Buyer would at any time be entitled to receive on conversion of Company Preferred Stock purchased by Buyer (at the then applicable Conversion Price, and otherwise as set forth in and established pursuant to Article FIRST, Section 5 of the Certificate of Designation, and assuming until March 19, 1999, that Buyer has purchased at the Execution Closing all 2,737,000 shares of Company Preferred Stock the sale and purchase of which is the object of this Agreement, and assuming thereafter that Buyer is the holder of each and every outstanding share of Company Preferred Stock), and (ii) the denominator of which is a number equal to (A) the number of all shares of Company Common Stock then outstanding or which would be outstanding after giving effect to rights to receive shares of Company Common Stock pursuant to the exercise of conversion privileges under then outstanding, fully paid and non-assessable securities of the Company, including the Company Preferred Stock, minus (B) the number of shares established in clause (i) as the numerator of the fraction.
Sample 1

Examples of Buyer Portion in a sentence

  • The cost of any and all title-curative costs and associated parish recording fees incurred in connection with same, if any, any title-curative costs which Seller has expressly agreed to pay in accordance with Section 7.2(a) or (b), and any sales and use tax (if any) which exceeds the Buyer Portion shall be paid by Seller.

  • At the Closing, Buyer shall pay or cause to be paid to Seller, or Seller’s applicable Subsidiary or assignee, by wire transfer of immediately available funds to one or more accounts designated by Seller at least four (4) Business Days prior to the Closing Date, an amount equal to the Purchase Price plus the Buyer Portion of PDUFA Fees.

  • Seller shall not renew or extend the Buyer Portion of a Retained Contract beyond its current term in effect as of the Closing Date.


More Definitions of Buyer Portion

Buyer Portion means a fraction (i) the numerator of which is the sum of (A) the number of shares of Company Common Stock held by Buyer, the Advancing Party and Kimco and purchased under this Agreement plus (B) the number of shares of Company Common Stock for which Preferred Units held by Buyer, the Advancing Party and Kimco may at any time be exchanged (as adjusted under Section 6.6 of this Agreement) plus (C) the number of shares of Company Common Stock which Buyer, the Advancing Party and Kimco would at any time be entitled to receive on conversion of Company Preferred Stock held by Buyer, the Advancing Party and Kimco and purchased under this Agreement (at the then applicable Conversion Price, and otherwise as set forth in and established pursuant to Article SECOND, Section 6 of the Articles Supplementary, and (ii) the denominator of which is a number equal to (A) the number of all shares of Company Common Stock then outstanding or which would be outstanding after giving effect to rights to receive shares of Company Common Stock pursuant to the exercise of conversion privileges under then outstanding, fully paid and non-assessable securities of the Company or the Operating Partnership minus (B) the number of shares established in clause (i) as the numerator of the fraction.
Sample 1

Related to Buyer Portion

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Payment has the meaning set forth in Section 2.2.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Allocable Portion for purposes of this Plan, means (1) if there is one Distributor, all Earned Distribution and Earned Servicing Fees; or (2) if there are two or more Distributors, the portion of the Earned Distribution Fee and Earned Servicing Fee allocated to a Distributor in accordance with any allocation procedures to which each Distributor shall agree and which accurately allocates the Earned Distribution and Earned Servicing Fees among all Distributors in proportion to the outstanding New Class X Shares attributable to their respective efforts.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Active portion means that portion of a facility where treatment, storage, or disposal operations are being or have been conducted after May 19, 1980, and which is not a closed portion. (See also “closed portion” and “inactive portion.”)

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Mortgage Loan Purchase Price The price, calculated as set forth in Section 10.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.

  • Existing portion means that land surface area of an existing waste management unit, included in the original Part A permit application, on which wastes have been placed prior to the issuance of a permit.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.