Onward Sale definition

Onward Sale the sale or transfer of any of the Assets, directly or indirectly, to a third party by the Buyer (whether by way of one transaction or a series of transactions) where the aggregate consideration payable in respect of all such sales, transfers or disposals exceeds the Purchase Price. Overage Consideration: an amount, by way of further consideration for the Assets, equal to ten per cent (10%) of the amount of the consideration for the Onward Sale.
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Onward Sale means a sale by Buyer to a third party and shall also include any sale made by Javelin or Uniper to a third party, save where Javelin or Uniper has purchased the relevant Coal pursuant to a Principal Sale Contract (as defined in the Marketing Agreement).
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Examples of Onward Sale in a sentence

  • An Onward Sale shall not be deemed to have occurred as a result of any merger or consolidation of Buyer with another entity, any sale or transfer of all or substantially all of the assets of Buyer to any other Person or any other material change in or restructuring of the operations and assets of Buyer.

  • The Earn-Out Payment shall be equal to one half of the excess, if any, of (i) the amount of all consideration received by Buyer or its Affiliates for the Assets from the Onward Sale over (ii) the sum of the Cash Consideration plus the aggregate value of the Shares assuming a value of $30 per share minus $7,450,000.

  • Within 10 days after the Closing of the Onward Sale, Buyer shall deliver to Seller a calculation of the Earn-Out Payment and a check for the Earn-Out Payment, if any.

  • Subject to the terms and conditions set forth in this Section, if on or before September 30, 2001, Buyer sells, agrees to sell, or grants an option to purchase all or substantially all of the Assets in a transaction or series of transactions to one or more third parties (other than a sale of inventories in the Ordinary Course of Business) (an "Onward Sale"), Buyer shall pay Seller an earn-out payment (if any) (the "Earn-Out Payment") as an addition to the Cash Consideration.

  • If, at any time during the Overage Period, an Onward Sale occurs, the Buyer shall pay to the Seller the Overage Consideration by telegraphic transfer within two Business Days of receipt of the relevant amount of the consideration in respect of the Onward Sale.

  • In the event the parties are unable to agree on the amount of the Earn-Out Payment within ten (10) days of the closing of the Onward Sale, the dispute will be subject to the provisions of Article XI.

  • The Buyer may assign all or part of any Purchased Receivebles and/or all or any of its rights, benefits and interest in or under this Agreement to Batteries Funding Limited in accordance with the Onward Sale Agreement.

  • The Main SPV shall from time to time acquire Purchased Receivables pursuant to the Onward Sale Agreements.