Purchaser Basket definition

Purchaser Basket has the meaning set forth in Section 12.5.
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Purchaser Basket is defined in Section 6.4(b).
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Purchaser Basket shall have the meaning set forth in Section 7.2(b).
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Examples of Purchaser Basket in a sentence

  • The representations and warranties included in the Seller Basket Exceptions and the Purchaser Basket Exceptions shall survive the Closing and continue in full force and effect until the 24-month anniversary of the Closing Date.

  • Notwithstanding the foregoing, neither the Purchaser Basket nor the Purchaser Cap shall apply to Damages resulting from breaches by Purchaser with respect to the representations and warranties set forth in Section 3.2, Section 3.4(d) and Section 3.9 of this Agreement, for all of which Damages Purchaser shall be liable whether or not the Purchaser Basket has been exceeded.

  • In the event the aggregate amount of the Damages sustained by the Seller Indemnitees hereunder with respect to breaches of representations and warranties exceeds the Purchaser Basket, the indemnification obligations of Purchaser shall apply only to those Damages sustained by the Seller Indemnitees in excess of the Purchaser Basket.

  • In furtherance of the foregoing, and for the avoidance of doubt, the calculation of the Purchaser Basket set forth in this Section 7.2(b) shall include any Losses incurred by Seller for which Seller would have been entitled to claim indemnification under this Article VII with respect to a breach of a representation or warranty but for such claim being excluded as a result of such representation or warranty being qualified by materiality or Material Adverse Effect.

  • Notwithstanding anything herein to the contrary, neither the Purchaser Basket nor the Liability Cap will apply (i) in the case of fraud, intentional misrepresentation or willful misconduct, or (ii) with respect to Purchaser’s indemnification obligations pursuant to any other provision of Section 7.3 other than Section 7.3(a).

  • Purchaser shall not have any liability for indemnification pursuant to Section 7.2(b)(i) until and then only to the extent the aggregate amount of all Losses arising through Section 7.2(b)(i) and incurred by Seller for which indemnification may be sought exceeds Five Hundred Thousand Dollars ($500,000) (the "Purchaser Basket Amount").

  • The representations and warranties of the Purchaser Parties and the Seller Parties contained herein (other than those included in the Seller Basket Exceptions or the Purchaser Basket Exceptions) shall survive the Closing and continue in full force and effect until the Escrow Termination Date.

  • If such amount exceeds the Purchaser Basket, then the Seller Indemnitees will be entitled to recover all Damages in excess of the Purchaser Basket.

  • No De Minimis Claim relating to breaches of representations and warranties shall be aggregated for purposes of either (x) determining whether the Purchaser Basket has been met or (y) composing the portion of Damages that exceeds the Purchaser Basket, unless such De Minimis Claim constitutes or is part of a series of two or more related claims, in which case, such De Minimis Claims shall be aggregated for purposes of determining whether the $10,000 threshold has been exceeded.

  • If, at any time, the aggregate amount for which the Seller Indemnitees are entitled to indemnification pursuant to this Agreement exceeds the Purchaser Basket, then the Seller Indemnitees shall be entitled to recover the amount in its entirety up to the Purchaser Cap from the first dollar of Loss, regardless of such Purchaser Basket.


More Definitions of Purchaser Basket

Purchaser Basket has the meaning set forth in Section 9.2.3 of this Agreement.
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Purchaser Basket shall have the meaning given to such term in Section 10.2.
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Purchaser Basket shall have the same meaning as set forth in Section 16.02(b) of this Agreement.
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Purchaser Basket. Amount" has the meaning ascribed to it in Section 9.03(b) "Purchaser Cap Amount" has the meaning ascribed to it in Section 9.03(d)
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Related to Purchaser Basket

  • 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.

  • Redemption Basket means 100,000 Units or such other number of Units as may be determined by the General Partner from time to time, redeemed by a Participant.

  • Creation Basket means the minimum number of Limited Units of a Fund that may be created at any one time, which shall be 200,000 or such greater or lesser number as the Managing Owner may determine from time to time for each Fund.

  • Casket means a rigid container which is designed for the encasement of human remains and which is usually constructed of wood, metal, fiberglass, plastic, or like material and ornamented and lined with fabric.

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

  • Purchaser/ User means ultimate recipient of goods and services

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Per Pre-Funded Warrant Purchase Price equals $0.0001, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions relating to shares of Common Stock that occur after the date of this Agreement.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

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

  • 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).

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

  • Over-allotment Purchase Price The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.