Seller Basket Amount definition

Seller Basket Amount has the meaning set forth in Section 8.4(a)(i);
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Seller Basket Amount has the meaning set forth in Section 10.2(b).
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Seller Basket Amount shall have the meaning set forth in Section 13.4.1.
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Examples of Seller Basket Amount in a sentence

  • For the avoidance of doubt, any indemnification under this Section 7.2 shall not be subject to either the Seller Basket Amount or the Basic Seller Indemnity Cap.

  • For the avoidance of doubt, the Indemnitor’s costs of conducting the defense of any assumed Third Party Claim shall be borne by the Indemnitor, and shall not be considered Indemnifiable Losses for any purpose hereunder, including for purposes of the Micron Basket Amount, the Seller Basket Amount, the Micron Cap, the Seller Cap or the Purchase Price Cap.

  • Upon the failure of the Seller to punctually pay any Guaranteed Obligations subject to the terms and conditions of Article VII (including the Seller Basket Amount, the Seller Maximum Amount, the survival period and the procedures set forth in Section 7.3), Parent agrees that Buyer and its Affiliates shall be entitled to enforce directly against Parent any of the Guaranteed Obligations.

  • If the total amount of all Damages exceeds the Seller Basket Amount, then the Purchaser-Indemnitees shall be entitled to Indemnification for the entire amount of such Damages, and not merely the portion of such Damages exceeding the Seller Basket Amount.


More Definitions of Seller Basket Amount

Seller Basket Amount has the meaning assigned to it in Section 12.4 -------------------- hereof. "Seller Business" has the meaning assigned to it in the Preamble hereto. ---------------
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Seller Basket Amount has the meaning set forth in Section 9.4.1.
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Seller Basket Amount shall have the meaning specified in Section 9.2(a)(iv)(A).
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Seller Basket Amount shall have the meaning defined in Section 8.8(e) of the Agreement.
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Seller Basket Amount has the meaning set forth in Section 6.4(a).
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Related to Seller 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.

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

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

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

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

  • 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.

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

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

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

  • Buyer Losses shall have the meaning set forth in Section 8.2.

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

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

  • Indemnity Escrow Amount means $3,000,000.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Working Capital Escrow Amount means $1,000,000.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • 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 Escrow Amount means $1,000,000.

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

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

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

  • Seller Losses has the meaning set forth in Section 10.2(a).

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

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

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