Deficit Purchase Price Amount definition

Deficit Purchase Price Amount has the meaning assigned that term in the Purchase Agreement.
Sample 1Sample 2Sample 3
Deficit Purchase Price Amount has the meaning set forth in Section 2.16(e).
Sample 1
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.
Sample 1

Examples of Deficit Purchase Price Amount in a sentence

  • 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.

  • If it is determined pursuant to Section 2.16(h) of the Purchase Agreement that there is a Deficit Purchase Price Amount, then all distributions payable thereafter to the Class B Members pursuant to Section 5.01, Section 5.02, or Section 5.03 shall be subject to offset by the Company (the “Deficit Class B Purchase Price Offset”) in an aggregate amount equal to the Deficit Purchase Price Amount.

  • If it is determined pursuant to Section 2.16(e) of the Purchase Agreement that there is a Deficit Purchase Price Amount, then all distributions payable pursuant to Section 5.01, Section 5.02, or Section 5.03 to the Class B Members shall be subject to offset by the Company (the “Deficit Class B Purchase Price Offset”) by an amount equal to the Deficit Purchase Price Amount.

  • 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.

  • 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.

  • 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.


More Definitions of Deficit Purchase Price Amount

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 XXXX Member if the proposed Assignee is an Excluded Party; (B) with respect to the XXXX Member, any Disposition of equity interests in XXXX or in any entity the holds a direct or indirect interest in XXXX 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...
Sample 1

Related to Deficit Purchase Price Amount

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • VWAP Purchase Amount means, with respect to any particular VWAP Purchase Notice, the portion of the Available Amount to be purchased by the Buyer pursuant to Section 1(c) hereof pursuant to a valid VWAP Purchase Notice which requires the Buyer to buy the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market during normal trading hours on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum, subject to the VWAP Minimum Price Threshold.

  • Purchase Amount means, with respect to a Receivable, the amount, as of the close of business on the last day of the Collection Period as of which that Receivable is purchased, required to prepay in full that Receivable under the terms thereof including accrued and unpaid interest to such last day.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

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