Other Seller Payments definition

Other Seller Payments has the meaning set forth in Section 2.9(a).
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Other Seller Payments means any additional cash amounts (without interest) payable from time to time to the Sellers pursuant to Section 1.10(e), Section 1.15, Section 9.5(b) and Section 10.13(b) or any other funds payable to the Sellers hereunder after the Closing Date.
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Other Seller Payments means all amounts payable, or that become payable, to the Sellers under this Agreement after the Effective Time, including, if applicable, any amounts payable to the Sellers on account of the Escrow Amount.
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Examples of Other Seller Payments in a sentence

  • Parent shall have the right to offset the amount owed by the Sellers’ pursuant to this Section 10.3 for one-half of any Transfer Taxes against any amounts owed to the Sellers pursuant to this Agreement, including any portion of the Total Closing Merger Consideration, any Other Seller Payments and any Earnout Shares (or Cash Earnout Payment).

  • Furthermore, the Representative shall be entitled to withhold and pay a portion of any Other Seller Payments by providing written notice thereof to Parent prior to its distribution of such Other Seller Payment, for the purpose of the Representative making any payments or paying any expenses under or in connection with this Agreement on behalf of the Sellers to satisfy costs, expenses and/or liabilities of the Representative in connection with the performance of its duties under this Agreement.

  • From and after the Effective Time, each Stock Certificate theretofore representing shares of Common Stock, the Company Options and the Company Warrant shall from and after the Effective Time represent for all purposes only the right to receive a portion of the Merger Consideration as described herein and such Other Seller Payments as described herein.

  • If Consolidated is delayed at any time in the progress of the Work by changes ordered in the Work or by actions of the Town, the time for completion of the Project shall be equitably extended by Change Order.

  • In order to facilitate the payment of any Other Seller Payments pursuant to this Agreement, such funds shall be paid to an account designated by the Paying Agent (on behalf of the Sellers) for distribution to the Sellers entitled thereto on a pro rata basis (based on each Seller’s Pro Rata Share), subject to such Sellers delivering to Parent a duly completed and executed Letter of Transmittal and Surrendered Certificate(s) prior to such time.

  • Other Seller Payments payable to holders of Eligible Options pursuant to Section 2.9(a) shall be paid by or on behalf of the Surviving Corporation at the same time as such amounts are required to be paid to, or on behalf of, the Sellers.


More Definitions of Other Seller Payments

Other Seller Payments means any additional cash amounts (without interest) payable from time to time to the Participating Stockholders and Optionholders pursuant to S ection 1.10(e) and S ection 9.13(b) or any other funds payable to the Sellers hereunder after the Closing Date.
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Related to Other Seller Payments

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

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

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Seller has the meaning set forth in the Preamble.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Seller Affiliate means any Affiliate of Seller.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Shared Contracts has the meaning specified in Section 4.12(b).

  • Servicer Prepayment Charge Payment Amount The amounts payable by the Servicer in respect of any waived Prepayment Charges pursuant to Section 2.05 or Section 3.01.

  • Seller Remittance Amount With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

  • Delta Payment means as it is described in this Agreement.

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered Included In Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • 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.

  • Prepaid Expenses has the meaning set forth in Section 1.2(f).

  • Seller Documents has the meaning set forth in Section 3.2.