Consideration Balance definition

Consideration Balance means the amount of the Consideration less the Consideration Advance.
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Consideration Balance has the meaning set forth in Section 2.05 of this Agreement.
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Examples of Consideration Balance in a sentence

  • RS&T, at the Closing Date, will have the capability to pay the Consideration Balance in cash and will have sufficient cash, available and irrevocable lines of credit from reputable financial institutions or other sources of immediately available funds (and will have provided evidence thereof to UCC) that together are sufficient to enable RS&T to pay in full all fees and expenses when due under the Related Agreements.

  • US$765 million, an amount equal to the Consideration Balance, was to be financed using the US$550 million SB Bridge Facility and US$215 million of the Rights Issue proceeds (as reduced by the proceeds of any Capital Raising) or utilisation by Heritage of the US$215 million JPM Bridge Facility.As a result of the Sale and the Loan Agreement, the Company has newly available funds totalling US$450 million, in aggregate (the “Proceeds”).

  • Under the terms of the relevant Disposal Agreement, the relevant Guarantee will remain in force from the effective date of the relevant Disposal Agreement to 180 days after the date on which the Purchaser is required to fully pay the relevant Consideration, Balance Payment Penalty or Overdue Penalty to the relevant Seller.

  • The Deferred Consideration Balance will be written down (charged) to waste costs within the Income and Expenditure Account over the life of the contract to show the full value of the service received each year.

  • Number of Warrants Consideration Balance December 31, 2003 500,000 $ 217,450 Issued 735,869 1,284,881 Balance December 31, 2004 1,235,869 1,502,331 Expired (521,739) (598,593) Balance December 31, 2005 714,130 903,738 Exercised (500,000) (217,450) Issued 400,000 340,826 Balance December 31, 2006 614,130 $ 1,027,114 The balance at December 31, 2005 has been adjusted to reflect the expiration of warrants in 2005 and the transfer within shareholders’ equity from warrants to contributed surplus.

  • Indian Rupees One hundred twenty seven crores sixty lakhs and One only), being equivalent to 20% (Twenty percent) of the Final Consideration (Upfront Payment) and the Balance Consideration i.e. an amount of INR 510,40,00,004/- (Indian Rupees Five hundred and Ten crores Forty Lakhs and Four only), being equivalent to 80% (Eighty percent) of the Final Consideration (Balance Consideration) in the manner and within the timelines prescribed therein.

  • Considered that the Purchase agreed to early repay the Consideration Balance before the due dates, the charges on the Properties for its payment obligation could be partially early released.

  • Bit 3, the Buyer and the Sellers will provide each other with full cooperation in connection with the preparation of the Closing Consideration Balance Sheet, and each shall have the right to review Peat Marwick's work papers in connection with the agreed upon procedures performed on the Closing Consideration Balance Sheet.

  • The Purchase Consideration Balance will be adjusted downwards on a sliding scale should the NPAT not be met.

  • Contingent Consideration Balance at January 1, 202320,034Increase from business acquisitions5,364Cash recoveries (payments)(4,884)Charges (recoveries) through profit or loss(1,029)Foreign exchange and other movements5Balance at September 30, 202319,490 Contingent consideration classified as current liabilities 7,977Contingent consideration classified as other non-current liabilities11,513 Estimates of the fair value of contingent consideration are performed by the Company on a quarterly basis.

Related to Consideration Balance

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Purchase Price Percentage has the meaning assigned to such term in the Pricing Side Letter.

  • New Balance This means the total outstanding balance on your account. It will be listed on each statement as the “New Balance”.

  • Aggregate Planned Balance With respect to any group of Planned Principal Classes or Components and any Distribution Date, the amount set forth for such group for such Distribution Date in Schedule V hereto.

  • 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.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Class Balance With respect to any Class of Certificates, at any time, the aggregate of the

  • Valuation Amount means, in respect of each Vessel, the value thereof as most recently determined under clause 8.2.2; and

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Accrual Distribution Amount As to any Distribution Date prior to the applicable Accretion Termination Date and any Class of Accrual Certificates, an amount equal to the sum of (i) the Class A Interest Percentage of such Class of Accrual Certificates of the Current Class A Interest Distribution Amount and (ii) the Class A Interest Shortfall Percentage of such Class of Accrual Certificates of the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph second of Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after the applicable Accretion Termination Date, zero.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Release Amount means, for a Property, the following applicable amount together with any other amounts specified in Section 2.4.4:

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

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

  • Aggregate Targeted Balance With respect to any group of Targeted Principal Classes or Components and any Distribution Date, the amount set forth for such group for such Distribution Date in Schedule V hereto.

  • 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.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Cash Balance means, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents of the NCLC Group.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Fund balance is the value of the Accumulation Fund, determined pursuant to Section 1.4.

  • Available Distribution Amount As to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account or the Certificate Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety Bond in respect of such Distribution Date and (vii) the proceeds of any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (w) aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount shall be determined separately for each Loan Group. Additionally, with respect to any Mortgage Pool that is comprised of two or more Loan Groups, if on any Distribution Date Compensating Interest provided pursuant to this Section 3.16(e) is less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in connection with Principal Prepayments in Full and Curtailments made in the prior calendar month, such Compensating Interest shall be allocated on such Distribution Date to the Available Distribution Amount for each Loan Group on a pro rata basis in accordance with the respective amounts of such Prepayment Interest Shortfalls incurred on the Mortgage Loans in such Loan Group in respect of such Distribution Date.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Class B-5 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-5 Certificates pursuant to Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).

  • Class B-2 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-2 Certificates pursuant to Paragraphs eighth, ninth and tenth of Section 4.01(a).