Purchase Price Overpayment definition

Purchase Price Overpayment has the meaning set forth in Section 2.03(g)(ii).
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Purchase Price Overpayment has the meaning set forth in Section 2.07(c).
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Purchase Price Overpayment has the meaning set forth in Clause 2.4.1;
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Examples of Purchase Price Overpayment in a sentence

  • No Buyer Indemnified Party shall have the right to indemnification hereunder for any amount that was already included in the Company Net Working Capital Adjustment, the Company Closing Net Debt Amount, the Purchase Price Overpayment (each as defined in the Company Purchase Agreement) amounts paid in accordance with the Company Purchase Agreement or the Merger Consideration Overpayment amounts paid in accordance with this Agreement.

  • If the Closing Date Inventory Adjustment Amount is less than the Estimated Inventory Adjustment Amount (the amount of such shortfall, if any, the “Purchase Price Overpayment”), Sellers shall, within forty-five (45) Business Days after the final determination of the Closing Statement, promptly pay to Buyers in cash by wire transfer of immediately available funds to an account designated by Buyers, an amount equal to the Purchase Price Overpayment.

  • No sums outstanding in respect of the Intercompany Loans shall be taken into account in the calculation of the Closing Adjustment Amount or in the calculation of any Purchase Price Overpayment or Purchase Price Underpayment.

  • If the amount paid to the Seller at Closing plus any amount distributed to Seller by the Escrow Agent exceeds the Purchase Price (such excess being the "Purchase Price Overpayment") then Purchaser and Seller will direct the Escrow Agent to distribute any remaining amount in the Escrow Account to the Purchaser.

  • No Buyer Indemnified Party shall have the right to indemnification hereunder for any amount that was already included in the Net Working Capital Adjustment, the Closing Net Debt Amount or the Purchase Price Overpayment amounts in accordance with this Agreement.

  • Debtors shall not permit the Purchase Price Overpayment to exceed $1,500,000 for more than one Business Day after becoming aware that the Purchase Price Overpayment exceeds $1,500,000.

  • The Plan, which is in its third revision submitted to the Governor and Legislature in February 2007, provides a comprehensive and organized guide for achieving independent living for persons with developmental disabilities.316 Additionally, the Plan addresses the requirements of Executive Order, RP-13, which required the state to review all long-term care services and supports, make appropriate recommendations, and implement specific gubernatorial directives.

  • Notwithstanding anything to the contrary in this Agreement or any Ancillary Document, Parent may offset against any consideration payable to Sailor Newco under the Delayed Consent Subsidiary Purchase Agreements any amount by which the Purchase Price Overpayment exceeds the funds in the Purchase Price Adjustment Escrow Account.

  • If the Purchase Price Overpayment exceeds the amount remaining in the Escrow Account, then Seller will pay to Purchaser within five days after the date the Purchase Price is finally so determined the amount of such excess, plus interest at the rate of six percent (6%) per annum on such amount accruing since the Closing Date.

  • Under the current Civil Code, however, an assignment of receivables that violates a Non-assignment Covenant shall be null and void.


More Definitions of Purchase Price Overpayment

Purchase Price Overpayment has the meaning ascribed to it in the Order. “Purchase Price Overpayment Secured Claim” has the meaning ascribed to it in the Order.
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Related to Purchase Price Overpayment

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

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

  • 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.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Purchase Price Adjustment Escrow Amount means $500,000.

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

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

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

  • Adjustment Payment means, in respect of any Security, the payment (if any) determined by the Determination Agent as is required in order to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value to or from the Issuer as a result of the replacement of the Index by the Alternative Pre-nominated Index. The Determination Agent may determine that the Adjustment Payment is zero.

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

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

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

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

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

  • Contract Adjustment Payments means the payments payable by the Company on the Special Payment Date or the Payment Dates in respect of each Purchase Contract, at a rate per year of [•]% of the Stated Amount per Purchase Contract.

  • 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).

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

  • Price Differential Payment Date means, with respect to a Purchased Mortgage Loan, the 5th day of the month following the related Purchase Date and each succeeding 5th day of the month thereafter; provided, that, with respect to such Purchased Mortgage Loan, the final Price Differential Payment Date shall be the related Repurchase Date; and provided, further, that if any such day is not a Business Day, the Price Differential Payment Date shall be the next succeeding Business Day.

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • Estimated Purchase Price has the meaning set forth in Section 2.4(a).

  • Price Differential with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction);