Seller Loans definition

Seller Loans shall have the meaning set forth in Section 4.6.

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Seller Loans has the meaning specified in the Recitals.

Seller Loans means the AMT BV Seller Loan and the AMT IP BV Seller Loan collectively;

Examples of Seller Loans in a sentence

Also, notwithstanding any other provision contained in this Agreement, the unpaid principal balance of any and all Member Loans and Seller Loans (together with all accrued, unpaid interest thereon) shall be due and payable in full at the closing of the purchase of the Selling Member’s Interest pursuant to this Article 7.
If the Purchase Price for the Defaulting Member’s Interest is insufficient to fully offset the then unpaid principal balance of any and all Member Loans and Seller Loans (together with all accrued, unpaid interest thereon), then the portion of any such Member Loans and Seller Loans (and accrued, unpaid interest thereon) that remains outstanding following such offset shall be due and payable in full at the closing of the purchase of the Selling Member’s Interest pursuant to this Article 7.
Such Member Loans and Seller Loans (together with all accrued, unpaid interest thereon) shall be deemed paid to the extent of such offset, with such deemed payment to be applied first to the accrued interest thereon and thereafter to the payment of the outstanding principal amount thereof.
Prior to the Closing Date, Purchaser and Sellers shall agree upon the forms of the loan documents to be executed by the parties with respect to the Seller Loans (including, without limitation, promissory notes, which shall not be subject to offset) (collectively, the “Loan Documents”).
The Seller Loans shall be in an amount equal to $3,250,000 with respect to Runaway Bay I and $2,200,000 with respect to ▇▇▇▇ Bridge Crossing.

More Definitions of Seller Loans

Seller Loans has the meaning specified in Section 2.02(c) hereof.

Seller Loans has the meaning set forth in Section 3.23.

Seller Loans means the total amount of all loans or other financial accommodation advanced or made by any of the Sellers, the Guarantor or any of their Associates to any Group Company (including all outstanding and unpaid principal and all accrued or accruing and unpaid interest) which remains unpaid as at the Completion Date; Shareholders Agreement means the document titled ‘Shareholders Agreement’ between the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Geodetica Pty Ltd and ▇▇▇▇▇ ▇▇▇▇▇ that is document 01.01.17 in the Data Room. Stamp Duty means any stamp, transaction, transfer or registration duty or similar charge imposed by any Governmental Agency, and includes any interest, fine, penalty, charge or other amount in respect of the above but excludes any goods and services tax; Straddle Return has the meaning given to that term in clause 14.2(d);

Seller Loans has the meaning specified in Section 7.9.

Seller Loans. As defined in Section 2.4. "Seller's Knowledge" The actual knowledge of the Persons listed in Schedule 1(a)(v)(A) after due inquiry of the individuals listed in Schedule 1(a)(v)(B). "Selling Subsidiaries" The Asset Selling Subsidiaries and the Share Selling Subsidiaries. "Senior Employee" As defined in Section 4.15(c). "Separate Intellectual Property" As defined in Section 2.1(j)(vii). "September 2006 Statement of Net Assets" As defined in Section 4.6. "Share Purchase Agreements" The Share Purchase Agreements to be executed between the Seller, the Selling Subsidiaries and the Buyer (or their designees) at the Closing, substantially in the form of Exhibits 2.1. "Shares" As defined in the Preamble, and which term shall be deemed to include, from and after the date of the consummation, if any, of the applicable Spin-Off, all of the outstanding capital stock of Nutrition Canada, Nutrition Italy and Nutrition Brazil. "Share Selling Subsidiaries" The Subsidiaries of the Seller listed in Schedule 1(a)(vi). "Significant Countries" United States, Spain, Germany, Japan, Canada, France, Australia, Italy, Taiwan and Brazil. "Signing Date" The date of this Agreement set forth on the title page. "Spin-Offs" As defined in the Preamble. "Statutory Accounts" The audited statutory accounts of: (i) Nutrition SAS, Nutrition GmbH Germany and Nutrition AB for the fiscal years ended 31 December 2004 and 2005 and (ii) Nutrition GmbH Austria for the fiscal year ended 31 December 2005. "Straddle Period" Any taxable period beginning on or prior to the Closing Date and ending after the Closing Date.

Seller Loans means those certain loans which the Sellers advance to the Issuer from time to time in lieu of cash payment of the Purchase Price as provided in SECTION 2.02(c) of the Purchase Agreement, which Seller Loans are evidenced by and subject to the terms of the SRC Intercompany Notes.

Seller Loans means the term loans deemed to be made to Forum by (i) the Sellers as part of the consideration payable for the sale of the Shares to the Purchaser and (ii) certain of the Option Holders, on behalf of the Company, in satisfaction of obligations of the Company under certain Option Surrender and Note Agreements.