Examples of Seller Payments in a sentence
Buyer and Seller agree that, for purposes of the calculation and payment of the Net Seller Payments pursuant to Section 2.08, the Pre-Tax Profit shall initially be determined using an estimated MSR Value equal to the fair market value of the MSR of applicable Mortgage Loans, as determined by Buyer in good faith.
Such Seller Payments shall be turned over to Seller without representation, warranty or guaranty by, or recourse against, Purchaser or CWII.
At the Effective Time, all Common Stock will cease to exist and each share of Common Stock outstanding immediately prior to the Effective Time (including any Stock Certificate that prior to the Effective Time represented such shares of Common Stock) shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the applicable portion of the Merger Consideration as provided in Section 1.6(b) and of the Other Seller Payments as provided in Section 1.11.
In order to facilitate the payment of any Other Seller Payments pursuant to this Agreement, such funds shall be paid to an account designated by the Paying Agent (on behalf of the Sellers) for distribution to the Sellers entitled thereto on a pro rata basis (based on each Seller’s Pro Rata Share), subject to such Sellers delivering to Parent a duly completed and executed Letter of Transmittal and Surrendered Certificate(s) prior to such time.
Subject to the terms and conditions of this Agreement, in consideration of the transfer of the Assets, Buyer shall pay to Seller Payments equal to $25,000 by (i) $21,010 payable in cash upon closing and (ii) $3,990 payable in 420,000 restricted Aptus warrants at a value of $ .0095 per warrant transferable at closing.
The purchase price for the Purchased Assets shall consist of (i) the Initial Cash Payment, (ii) the First Deferred Payment, (iii) the Second Deferred Payment, (iv) the Net Seller Payments, and (y) the Parent Shares (as such amount may be adjusted pursuant to Section 7.06, the “Purchase Price”).
The Corporation and each Seller hereby agree that all such Seller Payments when paid to CRC under the Promissory Note will be treated as having been paid to each Seller by the Corporation, in satisfaction of the Corporation’s requirement to make the Seller Payments as set forth in the Promissory Note and the Agreement.
Parent shall have the right to offset the amount owed by the Sellers’ pursuant to this Section 10.3 for one-half of any Transfer Taxes against any amounts owed to the Sellers pursuant to this Agreement, including any portion of the Total Closing Merger Consideration, any Other Seller Payments and any Earnout Shares (or Cash Earnout Payment).
In that regard, each Seller does hereby irrevocably direct the Corporation to pay or cause to be paid, all of the Seller Payments, when and as due under the terms of the Promissory Note and under the terms of the Agreement, to CRC as Payment Agent, and to issue the Promissory Note to CRC on behalf of each of the Sellers.
The purchase price for the Purchased Assets shall consist of (i) the Initial Cash Payment, (ii) the First Deferred Payment, (iii) the Second Deferred Payment, (iv) the Net Seller Payments, and (y) the Buyer Shares (as such amount may be adjusted pursuant to Section 7.06, the “Purchase Price”).