Consent Payment Amount definition

Consent Payment Amount means the product of (a) the aggregate liquidation preference of all issued and outstanding shares of Preferred Stock and (b) the sum of all Fee Amounts for all classes or series of Senior Securities or indebtedness with respect to which a fee was paid in connection with any consent or waiver referred to in Section 6(b) hereof.
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Consent Payment Amount means any amount paid or incurred by a party (x) to obtain Consents with respect to the sale, transfer or assignment, or deemed sale, transfer or assignment, of any Purchased Assets (notwithstanding the non-transfer provisions of Section 2.4), including as set forth in Section 2.3(b)(iv) and Section 2.6(b), (y) to obtain for the benefit of Purchaser or one or more of its Designees any replacement license, Contract or asset to replace any license, other Contract or other asset that would have been a Purchased Asset had the Consent contemplated by clause (x) been obtained where such Consent has not been obtained or (z) the administrative or relacement cost incurred by Purchaser or one or more of its Designees in order to transfer or obtain a substantially equivalent enterprise software license agreement from Microsoft Corporation or its Affiliates to provide such rights of use as Seller and/or the Other Sellers have pursuant to Seller’s enterprise software license agreement from Microsoft Corporation with respect to the Business as of the date hereof; provided, however, that in no event shall any costs other than the initial consent related amount or replacement amount be considered a Consent Payment Amount hereunder. For the avoidance of doubt, costs associated with volume, seat licenses or renewal or recurring fees shall not be considered a Consent Payment Amount hereunder.
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Consent Payment Amount has the meaning given to such term in Section 1.2(c).
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Examples of Consent Payment Amount in a sentence

  • Buyer shall provide such assistance to Seller without charge to Seller; provided that, to the extent that any third party requests or requires any payment in connection with any Consent in connection with the assignment or transfer of any Contract pursuant to this Agreement, such payment shall be a Consent Payment Amount.

  • To the extent that the Aggregate Consent Payment Amount is in excess of the Consent Payment Threshold Amount, then Seller shall reimburse to Purchaser all Consent Payment Amounts incurred or paid by Purchaser in excess of the Pro Rata Threshold Amount.

  • Any additional consideration paid by Seller in order to obtain a Consent from any such Landlord shall be deemed to be a Consent Payment Amount.

  • The relative benefits received by the Issuer on the one hand and the Purchasers on the other hand in connection with the offering of the New Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the New Securities (before deducting expenses) received by the Issuer and the Consent Payment Amount received by the Purchasers in respect thereof, bear to sum of the aggregate offering price of the New Securities and the Consent Payment Amount.

  • The Group is principally engaged in design, research, development, manufacture, sale, retailing and wholesale of handbags, small leather goods, travel goods, footwear and fashion products, provision of advertising and marketing services, and property investment.

  • Any economic effect of any such modification, modification or amendment shall be a Consent Payment Amount.


More Definitions of Consent Payment Amount

Consent Payment Amount means any amount paid or incurred by a party (x) to obtain Consents with respect to the sale, transfer or assignment, or deemed sale, transfer or assignment, of any Purchased Assets (notwithstanding the non-transfer provisions of Section 2.4), including as set forth in Section 2.3(b)
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Consent Payment Amount means any amount paid or incurred by a party to obtain a Consent.
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Consent Payment Amount means any amount paid or incurred by a party (x) to obtain Consent or a Reorganization Arrangement, (y) to obtain for the benefit of Parent, the Purchaser, the Company or any of their respective affiliates or subsidiaries any replacement in lieu of, or under the terms of, any Consent or Reorganization Arrangement, or (z) that is an administrative or replacement cost incurred by Parent, the Purchaser, the Company or any of their respective affiliates or subsidiaries in order to transfer or obtain substantially equivalent rights in lieu of, or under the terms of, any Consent or Reorganization Arrangement. For the avoidance of doubt, the marginal economic effect from and after the Closing of any modification of, or amendment to, any Contract shall be deemed to constitute a Consent Payment Amount. Solely for illustrative purposes, if a Contract provides for provision of product to the Company at a cost per unit of $1 and the Contract is modified to provide for a cost per unit of $1.10, the $0.10 per unit shall be a Consent Payment Amount.
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Related to Consent Payment Amount

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

  • Payment Amount as defined in Section 3.5.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Installment Payment Date means the date on which an installment payment of an assessment is payable.

  • Monthly Payment Amount means, with respect to each Payment Date, a payment equal to the amount of interest which has accrued during the related Interest Accrual Period, computed at the Interest Rate.

  • Agreement Payment means a Payment paid or payable pursuant to this Agreement.

  • Installment Amount means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the lesser of (x) the quotient of (I) the Principal amount outstanding under this Note as of the initial Installment Date, divided by (II) the number of Installment Dates occurring hereunder (as determined as of the initial Installment Date assuming no Deferrals, Accelerations, redemptions or conversions hereunder prior to the Maturity Date) and (y) the Principal amount then outstanding under this Note as of such Installment Date, and (ii) with respect to the Installment Date that is the Maturity Date, the Principal amount then outstanding under this Note as of such Installment Date (in each case, as any such Installment Amount may be reduced pursuant to the terms of this Note, whether upon conversion, redemption or Deferral), (B) any Deferral Amount deferred pursuant to Section 8(d) and included in such Installment Amount in accordance therewith, (C) any Acceleration Amount accelerated pursuant to Section 8(e) and included in such Installment Amount in accordance therewith and (D) in each case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest and Make-Whole Amount with respect thereto as of such Installment Date under this Note, if any, and accrued and unpaid Late Charges, if any, under this Note as of such Installment Date. In the event the Holder shall sell or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the each unpaid Installment Amount hereunder.

  • Installment Payment has the meaning ascribed to it in Section 2.02(a).

  • Settlement Amount has the meaning specified in Section 14.02(a)(iv).

  • Repayment Amount means the amount to be paid by the Recipient to the OPWC on each payment date of each year during the Term pursuant to the terms and conditions of the Note.

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • Delta Payment means as it is described in this Agreement.

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Auction Amount has the meaning assigned to such term in the definition of “Dutch Auction”.

  • Gross Settlement Amount means $240,000 which is the total amount Standard agrees to pay under the Settlement, except as provided in Paragraph 8 below. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees, Class Counsel Expenses, Class Representative Service Payment and the Administrator’s Expenses.

  • Termination Payment Date means the date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest.

  • Prepayment Amount means the amount required to prepay the Annual Special Tax obligation in full for an Assessor’s Parcel as described in Section G.

  • Termination Amount has the meaning set forth in Section 7.02(a).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Installment Payments shall have the meaning set forth in Section 5(b)(ii).

  • Interest Distribution Amount With respect to any Distribution Date and any Class A Certificates, any Mezzanine Certificates and any Class CE Certificates, the aggregate Accrued Certificate Interest on the Certificates of such Class for such Distribution Date.

  • Earnout Payment has the meaning set forth in Section 2.3(b).