Deferred Purchase Consideration definition

Deferred Purchase Consideration means the amounts payable by the Issuer to the Seller on each Interest Payment Date subject to and as specified in the relevant priority of payments, comprising an amount equal to the remaining balance, if any, of the moneys available on such Interest Payment Date for application in accordance with the relevant priority of payments as agreed between the Seller and the Issuer.

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Deferred Purchase Consideration has the meaning given to it in the Mortgage Sale Agreement;

Deferred Purchase Consideration means $50.0 million of deferred purchase consideration payable to ▇▇▇▇ Group Incorporated on the fourth anniversary of the closing of the transactions contemplated by the Interest Purchase Agreement, dated September 18, 2017, by and among the Issuer, ▇▇▇▇ Group Incorporated, a corporation incorporated under the laws of Indiana, ▇▇▇▇ Pharmica LLC, a limited liability company organized under the laws of Indiana, and, solely for purposes of Section 7.19 thereunder, Parent, as amended, modified and supplemented from time to time.

Examples of Deferred Purchase Consideration in a sentence

• In the event of a Closing Valuation Post-Closing Adjustment in favor of NRC, the value of which is greater than the total value of the calendar 2009 payment, the shortfall (“Shortfall”) will carry forward to future Deferred Purchase Consideration payments until completely satisfied.

• The fair value of Cook Pharmica’s identifiable tangible and intangible assets acquired and liabilities assumed, along with the Deferred Purchase Consideration, are based on a preliminary estimate of fair value as of June 30, 2017.

• It is understood that the Deferred Purchase Consideration is entirely contingent on Company’s future financial performance, which in turn is dependent on overall economic conditions, demand for Company’s services, Company’s ability to retain employees, Company’s ability to execute its business plan and other factors, many of which are somewhat or entirely beyond the control of the parties.

• As used herein, the “Purchase Consideration” shall mean the Closing Purchase Consideration (as defined in Section 2.1(b)) plus the Deferred Purchase Consideration, if any (as defined in Section 2.1(d)).

• As a result of these and other factors, it is understood that the Deferred Purchase Consideration is highly speculative, is not guaranteed and may never be realized.

More Definitions of Deferred Purchase Consideration

Deferred Purchase Consideration means $50.0 million of deferred purchase consideration payable to Cook Group Incorporated on the fourth anniversary of the closing of the transactions contemplated by the Interest Purchase Agreement, dated September 18, 2017, by and among the Issuer, Cook Group Incorporated, a corporation incorporated under the laws of Indiana, Cook Pharmica LLC, a limited liability company organized under the laws of Indiana, and, solely for purposes of Section 7.19 thereunder, Parent, as amended, modified and supplemented from time to time.

Deferred Purchase Consideration means the amounts payable by the Issuer to the relevant Sellers on each Interest Payment Date subject to and as specified in the relevant priority of payments, comprising:

Deferred Purchase Consideration with respect to the Acquisition of any Acquired Business, the amount contractually agreed by any Borrower or one of its Subsidiaries to be paid to the sellers of such Acquired Business after the closing of the acquisition thereof, provided that all Deferred Purchase Consideration (other than any such Deferred Purchase Consideration paid by ACS Inc. and its Subsidiaries pursuant to ACS Inc.'s acquisition of Advanced Management, Inc.) shall be subordinated to the obligations of the Loan Parties hereunder on terms and pursuant to documentation containing other terms (including interest, amortization, covenants and events of default) in form and substance satisfactory to the Agent. Deferred Purchase Consideration shall not include purchase price adjustments based on net working capital or net book value required or permitted to be made within six months of the acquisition of an Acquired Business by the agreements governing such acquisition.

Deferred Purchase Consideration means the consideration payable in accordance with paragraphs 2.1.2 of Schedule 6 'DISCLOSURE LETTER' the disclosure letter, of the same date as this agreement, from the Vendors to the Purchaser 'EMPLOYEES' the persons listed in Schedule 5 who are employed by the Company 'FA' Finance Act 'GROUP' means the Company and all its Subsidiaries 'ICTA' Income and Corporation Taxes Act 1988

Deferred Purchase Consideration means $200.0 million of deferred purchase consideration payable to ▇▇▇▇ Group Incorporated in $50.0 million increments on each of the first four anniversaries of the closing of the transactions contemplated by the Acquisition Agreement.

Deferred Purchase Consideration means, in respect of any Deferred Purchase Consideration Payment Date, the aggregate of:

Deferred Purchase Consideration means $150.0 million of deferred purchase consideration payable to ▇▇▇▇ Group Incorporated in $50.0 million increments on each of the second through fourth anniversaries of the closing of the transactions contemplated by the Interest Purchase Agreement, dated September 18, 2017, by and among the Issuer, ▇▇▇▇ Group Incorporated, a corporation incorporated under the laws of Indiana, ▇▇▇▇ Pharmica LLC, a limited liability company organized under the laws of Indiana, and, solely for purposes of Section 7.19 thereunder, Parent, as amended, modified and supplemented from time to time.