Goodwill Purchase Agreement definition

Goodwill Purchase Agreement has the meaning set forth in the recitals.
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Goodwill Purchase Agreement means that certain Goodwill Purchase Agreement, dated as of June 10, 2019, as amended, by and among LCV and certain other parties thereto.
Sample 1
Goodwill Purchase Agreement has the meaning set forth in the Recitals.
Sample 1

Examples of Goodwill Purchase Agreement in a sentence

  • Notwithstanding anything to the contrary herein, any Losses subject to the Goodwill Indemnification Basket pursuant to Section 8.5(a) of the Goodwill Purchase Agreement shall be counted for the Sitrick Basket under this Section 9.7(a).

  • In the event that EBITDA for the Calculation Period ending December 31, 2018 is less than $2,500,000, the Contingent Cash Consideration shall be calculated as the product obtained by multiplying (A) $4,000,000, together with the cash payable under the Goodwill Purchase Agreement, by (B) a fraction, the numerator of which is EBITDA for the Calculation Period ending December 31, 2018 and the denominator of which is $2,500,000.

  • The Shareholders shall have received the INDIVIDUAL GOODWILL PURCHASE PRICE as set out in the Goodwill Purchase Agreement, contemporaneously with the Closing hereunder.

  • Sellers shall have received the Xxxx Employment Agreement, the Goodwill Purchase Agreement and the Lock-up Agreement, duly executed and delivered by Buyer.

  • Buyer shall have executed and delivered to each of the Shareholders, respectively, (i) the Goodwill Purchase Agreement, (ii) the Shareholders’ Notes and (iii) the Employment Agreements.

  • The Parties expressly acknowledge that the following restrictions are further consideration for the sale by Executive of the business of Mission Media pursuant to the Goodwill Purchase Agreement and the Equity Purchase Agreement, that such restrictions are necessary to protect the goodwill of the Company and that such restrictions are fair and reasonable.

  • The Seller and the Shareholders, as applicable, shall have executed, acknowledged and delivered to the Buyer (i) the General Conveyance, Transfer, Assignment and Assumption, in substantially the form attached hereto as Exhibit “D”, (ii) the Goodwill Purchase Agreement, (iii) the Employment Agreements, and (iv) any other documents necessary in the reasonable opinion of counsel to Buyer to transfer and assign the Transferred Assets to Buyer.

  • In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement and the aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes.

  • Notwithstanding anything in the Goodwill Purchase Agreement to the contrary, any claim, expenses, costs or Taxes in excess of what Seller would have incurred or paid if any amount payable pursuant to the Goodwill Purchase Agreement had instead been paid as part of the Purchase Price set forth in Section 1.2 hereof.

  • The closing of the transactions contemplated by the Goodwill Purchase Agreement shall have occurred concurrently with the Closing.


More Definitions of Goodwill Purchase Agreement

Goodwill Purchase Agreement means the agreement in the form attached hereto as Exhibit 5.14 pursuant to which RCI has purchased certain goodwill used in the Business from Cary Goldberg.
Sample 1

Related to Goodwill Purchase Agreement

  • Original Purchase Agreement has the meaning set forth in the recitals to this Agreement.

  • Additional Purchase Agreement means each Additional Purchase Agreement (including the related Additional Xxxx of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

  • Purchase Agreements has the meaning set forth in the Recitals.

  • Initial Purchase Agreement means the Purchase Agreement (including the related Blanket Endorsement, Initial Xxxx of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by VL Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

  • Receivables Purchase Agreement means the Receivables Purchase Agreement dated as of October 1, 2007, between the Issuer, the Depositor and the Receivables Seller, as the same may be amended, modified or supplemented from time to time.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.

  • Purchase Agreement shall have the meaning set forth in the preamble.

  • Rental-purchase agreement means an agreement for the use of personal property by a lessee primarily for personal, family, or household purposes, for an initial period of 4 months or less that is automatically renewable with each payment after the initial period and that permits the lessee to become the owner of the property. Rental-purchase agreements shall not include any of the following:

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Warrant Purchase Agreement means a warrant purchase agreement under which a Warrant is issued entered into by Borrower and an Affiliate of Lenders contemporaneously with the execution of this Loan Agreement.

  • Securities Purchase Agreement shall have the meaning set forth in the recitals hereto.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Master Purchase Agreement means the master purchase agreement between the Holder and the Corporation dated as of January 30, 2023;

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Aircraft Purchase Agreement Has the meaning specified in the NPA.

  • Loan Purchase Agreement The Loan Purchase Agreement described in the Recitals to this Agreement, which Loan Purchase Agreement incorporates the terms of the Aurora Loan Services Seller Guide, as the same may be amended from time to time.

  • Advance Purchase Agreements means (a) an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services and payment in the normal course of business with credit periods which are normal for the relevant type of project contracts, or (b) any other trade credit incurred in the ordinary course of business.

  • Bond Purchase Agreement means a Bond Purchase Agreement, dated as of the sale of the Series CC-2015 Bonds, entered into by and between KUB and the Underwriter, in substantially the form of the document attached hereto as Exhibit A, subject to such changes as permitted by Section 9 hereof, as approved by the President and Chief Executive Officer of KUB, consistent with the terms of this resolution;

  • Equity Purchase Agreement is defined in the recitals.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.