Seller Contribution definition

Seller Contribution means the contribution to the capital of Arris HoldCo of all of the Shares free and clear of all Liens, except for any Lien created by or through Purchaser or any of its Affiliates or any Lien arising under the Securities Act, solely in exchange for the Stock Consideration and the Cash Consideration described in Section 3.02(a) (and as may be adjusted pursuant to this Agreement).
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Seller Contribution is defined in Section 2.01(f)(ii).
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Seller Contribution shall have the meaning set forth in Section 2.01(a).
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Examples of Seller Contribution in a sentence

  • At the Closing, the Seller Contribution shall be delivered to Purchaser, the parties shall execute and deliver the Deed of General Conveyance, Transfer and Assignment for the Transferred Assets and assumption of the Assumed Liabilities, and Seller shall deliver the books and records related to the Business.

  • Services and Philipp covenant and agree that immediately after the Closing they shall use the Seller Contribution expressly for the purpose of paying off and discharging the Assumed Liabilities as set forth on Schedule B, of Seller, and for no other purpose.

  • Services and Philipp further covenant and agree that they shall not use any portion of the Seller Contribution for payment of deferred or future compensation or other employee benefits of Philipp.

  • The Purchaser Contributions shall occur with or immediately after the Seller Contribution.

  • The Seller Contribution Adjustment and the Company Contribution Adjustment, if any, shall bear simple interest at a rate of 12% per annum measured from the Closing Date to the date of such payment.

  • Pursuant to the Contribution, and as provided in Section 2.10, Seller shall have the right to receive from the Company and the Company shall have the obligation to pay to Seller the Company Contribution Adjustment, if any, and the Company shall have the right to receive from Seller and Seller shall have the obligation to pay to the Company the Seller Contribution Adjustment, if any.

  • Seller has made available at the Data Room on or prior to June 15, 1999 or has provided to Parent or Buyer prior to the date hereof all contracts and other agreements relating to the contribution of assets to Seller Partnership in exchange for Seller OP Units (the "Seller Contribution Agreements") and all such agreements are listed on Seller's Data Room index dated June 15, 1999 or have been provided to Parent or Buyer prior to the date hereof.

  • This Seller Contribution and Sale Agreement shall continue in full force and effect until each of the Notes and any other amounts due to any holder of the Notes have been paid in full and all other obligations, if any, secured by the Lien of the Indenture have been fully satisfied.

  • A L S WHEREAS, pursuant to the Seller Contribution and Sale Agreement, Charter Financial, Inc.

  • This Seller Contribution and Sale Agreement may be executed in any number of counterparts, each counterpart constituting an original, but all together constituting only one Agreement.


More Definitions of Seller Contribution

Seller Contribution. As defined in Section 2.01(a) of the Receivables Purchase Agreement.
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Seller Contribution has the meaning assigned to such term in Section 2.01 of the Tranche B Receivables Purchase Agreement.
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Related to Seller Contribution

  • Member contribution means a contribution under regulation 32;

  • Rollover Contribution means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

  • Employer Contribution means the amount paid by an employer, as determined by the employer rate, including the normal and deficiency rates, contributions, and funds wherever used in this chapter.

  • Company Contribution means that portion of the main extension costs which the Company will fund based upon the following formula:

  • Member contributions means all amounts paid to ASRS by a member.

  • Rollover Contributions means, for any Participant, his rollover contributions as provided in Section 7.1.

  • In-kind contribution means a contribution of goods or services received by a candidate committee, joint candidates committee, political committee, continuing political committee, political party committee, or legislative leadership committee, which contribution is paid for by a person or entity other than the recipient committee, but does not include services provided without compensation by an individual volunteering a part of or all of his or her time on behalf of a candidate or committee.

  • Employer Contributions means all amounts paid into ASRS by an

  • Rollover Contribution Account means the separate Account maintained for a Member to record such Member's share of the Trust Fund attributable to any Rollover Contribution made to the Plan on his behalf.

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following:

  • Contributing Employer means any employer other than a reimbursing employer or rated governmental employer.

  • Company Contributions means the contributions made by the Company pursuant to Section 3.3.

  • Employer Contribution Account means, for any Participant, the account established by the Administrator or Trustee to which Employer Contributions made under Section 3.5 for the Participant's benefit are credited.

  • Nonelective Contribution means an amount contributed by a participating

  • Contribution Period means the period specified in Article VI for which Employer Contributions shall be made.

  • Initial Contribution means that contribution each Participant has made or agrees to make pursuant to Section 5.1.

  • Qualifying contribution means, with respect to a

  • Matching Contribution means Employer contributions made to this Plan or any other defined contribution plan by reason of Thrift Contributions or Elective Deferrals under this Plan.

  • Company Contribution Account means (i) the sum of the Participant’s Company Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s Company Contribution Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.

  • Elective Contribution means the Employer contributions to the Plan of Deferred Compensation excluding any such amounts distributed as excess “annual additions” pursuant to Section 4.11(a). In addition, any Employer Qualified Non-Elective Contribution made pursuant to Section 4.7(b) which is used to satisfy the “Actual Deferral Percentage” tests shall be considered an Elective Contribution for purposes of the Plan. Any contributions deemed to be Elective Contributions (whether or not used to satisfy the “Actual Deferral Percentage” tests or the “Actual Contribution Percentage” tests) shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination requirements of Regulation 1.401(k)-1(b)(5) and Regulation 1.401(m)-1(b)(5), the provisions of which are specifically incorporated herein by reference.

  • Cash Contribution refers to a direct payment of Contribution in Canadian currency.

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).