Deferred Purchase Price Payment definition

Deferred Purchase Price Payment means the amount of Five Hundred Thousand ($500,000.00) Dollars payable by Purchaser to Seller in accordance with Section 2.2(a)(ii) of this Agreement.

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Deferred Purchase Price Payment has the meaning given to it in Section 6.1;

Deferred Purchase Price Payment means an amount determined by multiplying $40,000 times the number of lots in excess of four (4) residential lots per acre (rounded to the nearest 1/4 acre) within any Final Plat (as defined below) within the Property. The Deferred Purchase Price Payment shall be due and shall be paid by Buyer to Seller within thirty (30) days after the date on which a final plat of subdivision (a "FINAL PLAT") has been recorded in with the County Clerk (defined below). Buyer shall use its good faith and diligent efforts to obtain and record a Final Plat as soon as is practicable after the last day of each of the First Period of the Lease Term and the Second Period of the Lease Term (each as defined in the Lease) covering all of the portion of the Property no longer covered by the Lease. If Buyer fails to use its good faith and diligent efforts to obtain and timely record such Final Plats as required pursuant to the preceding sentence and a zone change has been approved for the Property, then the Deferred Purchase Price Payment shall be immediately due and payable, and notwithstanding anything set forth above, the Deferred Purchase Price shall be determined by multiplying $40,000 times the number of lots in excess of four (4) residential lots per acre (rounded to the nearest 1/4 acre) approved by the County as the maximum density pursuant to the zone change for the Property. Notwithstanding the foregoing, in the event that Buyer has used its good faith and diligent efforts to obtain County approval for a zone change and a Final Plat, but has been unable to obtain either or both such approvals, then the periods for recording the Final Plats as set forth above shall be extended for the period reasonably necessary to obtain the required County approvals. Buyer shall deliver to Seller written notice of County approval of any recordation of any Final Plat or zone change within ten (10) days after such recordation or approval, and shall include with such notice a copy of the recorded Final Plat or County approval of the zone change, as the case may be. The Deferred Purchase Price Payment shall be based on the maximum approved or platted residential lots as approved by the County, regardless of whether Buyer actually constructs the maximum permissible number of residences on the applicable portion of the Property. The provisions of this Section 2.1.3 shall survive the Closing.

Examples of Deferred Purchase Price Payment in a sentence

• The Deferred Purchase Price Payment shall be secured by a blanket lien on the assets of the Company (the "Security Agreement") perfected under Article 9 of the Uniform Commercial Code.

• Buyer shall pay to each of the Guarantors a minimum Deferred Purchase Price payment in the amount of Three Hundred Thousand Dollars ($300,000.00) (each, a "Minimum Deferred Purchase Price Payment") payable in three (3) annual payments of One Hundred Thousand Dollars ($100,000.00) each as provided in Section 3.5.3 hereinafter (each, an "Annual Minimum Deferred Purchase Price Installment").

• The amount of $132,421.11 is comprised of the amount attributable to the Closing Net Cash Adjustment plus the First Deferred Purchase Price Payment.

• The Purchase Price and Deferred Purchase Price Payment will be converted from Canadian dollars into U.S. Dollars based at the official average currency exchange rate on December 31, 2005 which is: each US dollar is equal to 0.8580 Canadian dollar.

• The Annual Minimum Deferred Purchase Price Payment payable to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be paid out per the following: $100,000 at the time of closing, $100,000 on the last business day of 2006 and $100,000 on the last business day of 2007.

• The Deferred Purchase Price Payment shall be secured by a blanket lien in the assets of the Company (the "Security Agreement") perfected under Article 9 of the Uniform Commercial Code; provided, however, the Seller's security interest in the assets of the Company shall be junior to the Buyer's senior lender's security interest in the assets of the Company and subject to any standstill provisions that my be required by the senior lender (the "Subordination Agreement").

• The purchase price adjustment will be added to or subtracted from (as the case may be) the Deferred Purchase Price Payment (as defined below) payable to Seller pursuant to Subsection C2 below.

• Purchaser hereby also undertakes to cause the Company, after Closing, to create and maintain accounting records for the registration of (a) the Deferred Purchase Price adjusted by the Deferred Adjustment Rate, (b) any amounts actually disbursed by any Purchaser’s Indemnified Party in connection with any Special Tax Claims, pursuant to the terms of this Agreement, and (c) any Deferred Purchase Price Payment.

• Any Deferred Purchase Price Payments due to the Seller pursuant to this Section 1.6 shall be paid to the Seller (or its designee), within 90 days after the end of each Measurement Period for any Deferred Purchase Price Payment due for such Measurement Period, by wire transfer of immediately available funds to an account designated in writing by the Seller.

• The amount of the Deferred Purchase Price Payment, if any, set forth in such Payment Statement shall be paid in the manner described in Section 2.6(a).

More Definitions of Deferred Purchase Price Payment

Deferred Purchase Price Payment means, as of any Deferred Payment Date, (a) the Deferred Purchase Price on such date (as adjusted pursuant to Section 3.2 and Section 3.2.1) minus (b) the Special Tax Claim Exposure on such date;

Deferred Purchase Price Payment means an amount equal to $7,500,000. “Deferred Revenue” means all deferred revenue of the Business classified as a current liability under GAAP. “Dispatch Solutions” means the leasing, renting, distribution, sale and/or resale to Business Clients of equipment, software, solutions and/or services for the dispatch and/or coordination of the operations of Taxis. “Employee Transfer Date” has the meaning set forth in Section 5.3(d)(iii). “Encumbrance” means any lien, pledge, charge, claim, encumbrance, security interest, option, mortgage, easement, restriction on transfer, preemptive right, right of first refusal, or other restriction of any kind, other than non-exclusive licenses of Intellectual Property. “Environmental Law” means any Law relating to (A) the protection, investigation or restoration of the environment, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, indoor air,

Deferred Purchase Price Payment has the meaning given to this term in paragraph 3.1;

Deferred Purchase Price Payment has the meaning specified in Section 2.2(b).

Deferred Purchase Price Payment has the meaning set forth in Section 3.03.

Deferred Purchase Price Payment is defined in Section 5.15(a) of this Agreement.