Deficit Purchase Price Amount definition

Deficit Purchase Price Amount has the meaning assigned that term in the Purchase Agreement.
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Deficit Purchase Price Amount has the meaning set forth in Section 2.16(e).
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Deficit Purchase Price Amount has the meaning assigned that term in the SIP PSA. 870723.28-WILSR01A - MSW Delaware Certificate has the meaning assigned that term in the recitals. Delaware Courts has the meaning assigned that term in Section 11.03. Dispose, Disposing, or Disposition means, with respect to any asset (including a Membership Interest or any portion thereof or any derivative or similar arrangement whereby a portion or all of the economic interests in, or risk of loss or opportunity for gain with respect to, such Membership Interest is transferred or shifted to another Person), a sale, assignment, lease, transfer, conveyance, gift, exchange, or other disposition of such asset, whether such disposition be direct or indirect, voluntary, involuntary, or by operation of Law, including the following: (a) in the case of an asset owned by a natural person, a transfer of such asset upon the death of its owner, whether by will, intestate succession, or otherwise; (b) in the case of an asset owned by an entity, (i) a sale of the equity of such entity, or a merger, division, or consolidation of such entity (other than a merger in which such entity is the survivor thereof) or (ii) a distribution of such asset, including in connection with the dissolution, liquidation, winding-up, or termination of such entity to such entity’s shareholders, members, partners, or other holders of equity interests; and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance; but such terms shall not include the creation of an Encumbrance itself; provided that (A) with respect to the SIP Member, any Disposition of equity interests in KKR Neon Holdco L.P. or any entity that holds a direct or indirect interest in KKR Neon Holdco L.P. shall not be subject to the restrictions set forth in Article 7; provided, however, that such Disposition shall (1) remain subject to Section 7.01(b)(iv) and Section 7.01(b)(v) and (2) require the prior written consent of the ▇▇▇▇ Member if the proposed Assignee is an Excluded Party; (B) with respect to the ▇▇▇▇ Member, any Disposition of equity interests in ▇▇▇▇ or in any entity the holds a direct or indirect interest in ▇▇▇▇ shall not be subject to the restrictions set forth in Article 7; provided, however, that such Disposition shall remain subject to Section 7.01(b)(iv) and Section 7.01(b)(v); and (C) with respect to the NEP JV Member, any Disposition of equity interests in the NEP JV Member or any entity that holds a direct or indirect interest i...
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Examples of Deficit Purchase Price Amount in a sentence

  • The Class B Members hereby consent to such Deficit Class B Purchase Price Offset and hereby waive, subject to the proviso in the immediately preceding sentence, any right to receive any Deficit Purchase Price Amount or payment of any distributions subject to such Deficit Class B Purchase Price Offset.

  • The Class B Members hereby consent to such Deficit Class B Purchase Price Offset and hereby waive, subject to the proviso in the immediately preceding sentence, any right to receive any Deficit Purchase Price Amount or payment of any distributions subject to such Deficit Class B Purchase Price Offset in an amount equal to the Deficit Purchase Price Amount.

  • If it is determined pursuant to Part III(4)(f) of the Acquired Companies Annex to the SIP PSA that there is a Deficit Purchase Price Amount, all distributions payable under this Agreement, including pursuant to Sections 5.01, 5.02, and 5.03 and Article 12, to the SIP Member shall be subject to offset by the Company (the “Class B Deficit Purchase Price Offset”) by an amount equal to the Deficit Purchase Price Amount.

  • The SIP Member hereby consents to such Class B Deficit Purchase Price Offset and hereby waives, subject to the proviso in the immediately preceding sentence, any right to receive any Deficit Purchase Price Amount or payment of any distributions subject to such Class B Deficit Purchase Price Offset.


More Definitions of Deficit Purchase Price Amount

Deficit Purchase Price Amount shall be withheld and offset from the amount of distributions payable to the Class B Purchasers and instead shall be paid by the Company to the Class A Purchaser on such same distribution date, subject to the limitations set forth in Section 5.08(b) of the A&R LLC Agreement (each, a “Deficit Class B Purchase Price Offset”) unless, prior to the applicable Distribution Date, the Class B Purchasers shall have made payment in full to the Class A Purchaser of the amount of such Deficit Purchase Price Amount.
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