Seller Adjustment Payment definition

Seller Adjustment Payment has the meaning specified in Section 2.05.
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Seller Adjustment Payment shall have the meaning set forth in Section 2.3(f).
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Seller Adjustment Payment shall have the meaning specified in subsection 2.06(a).
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Examples of Seller Adjustment Payment in a sentence

  • The Parties agree that the allocation of the Purchase Price set forth in Schedule 2.1 among the assets of the Transferred Subsidiary and the Local Assets (net of the Local Liabilities) shall be adjusted to appropriately account for any Purchaser Adjustment Payment or Seller Adjustment Payment in a manner consistent with the allocation of the Purchase Price set forth in Schedule 2.1 taking into account the nature of the adjustments.

  • If, on or prior to such 30th day (or the Business Day immediately succeeding such 30th day, as applicable), a Seller shall make a Seller Adjustment Payment in respect of any such Ineligible Receivable, then the Company shall have no further remedy against such Seller in respect of the Ineligibility Event with respect to such Receivable.

  • Upon a Seller Adjustment Payment, the Company shall automatically agree to pay to the appropriate Seller all Collections received with respect to such Ineligible Receivable.

  • Should the Escrow Sum be diminished as a consequence of any Seller Adjustment Payment, the Seller undertakes to deposit within 5 (five) Business Days with the Escrow Agent an amount equal to the portion of the Escrow Sum used (if any) in settlement of the Seller Adjustment Payment, with a view to ensuring that the Escrow Sum is maintained at Euro 2,000,000 (two million) immediately following payment (if any) of the Seller Adjustment Payment.

  • In order to guarantee to the Buyer the Seller Adjustment Payment, as well as in order to secure the Seller’s indemnity obligations in accordance with Section 7 below, on the Closing Date the Buyer will transfer part of the Equity Purchase Price, for an amount of Euro 2,000,000 (two million) (the “Escrow Sum”), directly into the bank account of the Escrow Agent in accordance with the provisions of the Escrow Agreement.

  • Upon a Seller Adjustment Payment, the Company shall automatically agree to pay to the applicable Seller all Collections received with respect to such Ineligible Receivable.

  • Any payment by any Seller pursuant to this Section 2.06(a) is referred to as a "Seller Adjustment Payment".

  • The Parties agree that --------------------------------- the allocation of the Purchase Price set forth in Schedule 2.1 among the Company Shares and the Non-U.S. Assets shall be adjusted by Seller in its reasonable judgment to appropriately account for any Purchaser Adjustment Payment or Seller Adjustment Payment.

  • Any payment by such Seller pursuant to this subsection 2.06(a) is referred to as a "Seller Adjustment Payment".


More Definitions of Seller Adjustment Payment

Seller Adjustment Payment has the meaning set forth in Section 2.2(b). "SELLER DISCLOSURE LETTER" means the disclosure letter delivered by Seller to Purchaser concurrently with the execution and delivery of this Agreement. "SELLER REVIEW PERIOD" has the meaning set forth in Section 2.2(d). "SGS" has the meaning set forth in Section 8.5. "SOFTWARE LICENSE AGREEMENT" has the meaning set forth in Section 9.2. "SUBJECT BUSINESS" has the meaning set forth in the recitals. "TAX RETURNS" means returns, reports, statements, declarations, forms and information statements with respect to Taxes, including any schedule or attachment thereto, required to be submitted to or be filed with the IRS or any other federal, foreign, state, local or provincial taxing authority, domestic or foreign. "TAXES" or "TAX," as applicable, means taxes, fees, assessments, levies, duties, tariffs, imports, and governmental impositions or charges of any kind in the nature of (or similar to) taxes, payable to any federal, state, local or foreign taxing authority whether or not disputed, including without limitation (a) income (including whether or not based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits), franchise, profits, gains, gross receipts, excise, sales, use, ad valorem, transfer, net worth, value added, license, withholding, payroll, employment, social security (or similar), workers' compensation, unemployment compensation, environmental, utility, excise, severance, production, stamp, occupation, premium, customs duties, property or windfall profits, alternative or add-on minimum taxes, or any other tax of any kind whatsoever, together with all interest and penalties, additions to tax and other additional amounts imposed by any taxing authority (domestic or foreign), and (b) any liability for the payment of any amount of the type described in the immediately preceding clause (a) as a result of (1) being a "transferee" within the meaning of Section 6901 of the Code or any other applicable Law, (2) being a member of an affiliated or combined group within the meaning of the Code or any other applicable Law or (3) any contractual obligation. "THIRD PARTY CLAIM" means any claim brought by a Person who is not a party to this Agreement. "THIRD PARTY INTELLECTUAL PROPERTY RIGHTS" has the meaning set forth in Section 3.12(a). 7 <PAGE> "TRANSACTION SERVICES" shall mean the business of providing transaction processing solutions for consume...
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Seller Adjustment Payment as defined in subsection 2.5 of the Receivables Sale Agreement.
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Seller Adjustment Payment has the meaning given in Clause ‎17.4;
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Seller Adjustment Payment has the meaning given to such term in Section 3.2(d)(i).
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Seller Adjustment Payment is defined in SECTION 2.5.
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Related to Seller Adjustment Payment

  • SOFR Adjustment means 0.10% (10 basis points).

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • Contract Adjustment Payments means amounts payable by the Company on each Contract Adjustment Payment Date in respect of each Purchase Contract, at a rate per year of 2.725% on the Stated Amount per Purchase Contract.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

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

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • True-Up Adjustment means any Semi-Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

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

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Adjustment Escrow Amount means $1,000,000.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

  • 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.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

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

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

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.