Purchaser Basket Amount definition

Purchaser Basket Amount shall have the meaning set forth in Section 11.1(b).
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Purchaser Basket Amount has the meaning set forth in Section 7.2(b).
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Purchaser Basket Amount. Section 8.2(c)(ii) hereof.
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Examples of Purchaser Basket Amount in a sentence

  • 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").

  • 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 Fifty Thousand Dollars ($50,000) (the "Purchaser Basket Amount").

  • In furtherance of the foregoing, and for the avoidance of doubt, the calculation of Purchaser Basket Amount set forth in this Section 7.2(b) shall include any Losses incurred by Seller Parties for which Seller Parties 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.

  • Furthermore, the Shareholders may not receive any proceeds from Purchaser with respect to Losses suffered by such Shareholders unless and until the Shareholders shall have suffered Losses in excess of $100,000 in the aggregate (the "Purchaser Basket Amount"), in which case the Shareholders shall be entitled to recover any and all Losses (subject to the limitations contained herein) including the Shareholder Basket Amount.

  • Notwithstanding the foregoing, the Purchaser Basket Amount shall not apply to Monetary Damages arising as a result of (A) any intentional misrepresentation or fraud by the Purchaser, (B) any misrepresentation, breach or inaccuracy of any representation or warranty made in Section 4.1 (Organization and Standing) or Section 4.8 (Brokers or Agents) or (C) any item in Sections 8.2(b)(ii)-(vi).

Related to Purchaser Basket Amount

  • Basket Amount shall have the meaning set forth in Section 8.4(a).

  • Available Basket Amount means, at any date of determination, an amount (which shall not be less than $0) determined on a cumulative basis equal to the difference between: (a) the sum (without duplication) of: (i) $35,000,000, plus (ii) Cumulative Consolidated Net Income (which shall not be less than zero), plus (iii) the aggregate amount of dividends and distributions received by Borrower or its Restricted Subsidiaries in the form of Cash or Cash Equivalents on or prior to such date from Investments acquired or made utilizing the Available Basket Amount, plus (iv) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Second Amendment Effective Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary (which shall not exceed the original amount of such Investment), plus (v) the Net Cash Proceeds received from any issuance or sale of its Equity Interests occurring after the Closing Date (other than issuances of Disqualified Stock and issuances or sales pursuant to an employee stock ownership plan or other employee benefit plan and excluding Net Cash Proceeds of any issuance or sale of Equity Interests for a specifically identified purpose that were expended for such specifically identified purpose without a corresponding reduction of the Available Basket Amount), plus (vi) the after-tax amount (after taking into account any available tax credit or deductions and any tax sharing arrangements) of all Distributions received in Cash by the Loan Parties after the Closing Date that are attributable to their Equity Interests in any Joint Venture or any Subsidiary that is not a Subsidiary Guarantor, plus (vii) all Net Cash Sales Proceeds received from Dispositions permitted by this Agreement, minus (b) the aggregate amount of all Investments, Capital Expenditures, Distributions and payments in respect of Subordinated Obligations, in each case to the extent made after the Closing Date with amounts available under the Available Basket Amount.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • 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.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

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

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Closing Fee has the meaning set forth in Section 2.09(c).

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Net Purchase Price has the meaning set forth in Section 2.1.

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

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(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).

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

  • 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.