Examples of Seller Proceeds in a sentence
The parties agree that any indemnity payment under this Agreement shall be treated as an adjustment to the Seller Proceeds for Tax purposes, unless otherwise required by Applicable Law.
An affiliate of the Purchaser shall have consummated an Initial Equity Offering resulting in net proceeds to the Purchaser sufficient, in the good faith discretion of the Purchaser, to fulfill its obligation to pay the Seller Proceeds and such other obligations the Purchaser may have in respect of the other parties hereto or any other Person.
All payments of funds due by one Party to another under this Agreement shall be made in US Dollars and shall be made by wire transfer in immediately available funds to the Seller Proceeds Account in respect of payments to the Seller (save in respect of payment of the Prepayment Amount pursuant to Clause 3.1) and to bank account or accounts (which must be outside South Africa) designated by the receiving Person in writing from time to time in respect of payments to the Purchaser or an Indemnified Party.
Payment by the Purchaser further to Clause 2.5 shall be made (A) on the fifth Business Day following the Delivery Date and (B) to the Seller Proceeds Account.
For the avoidance of doubt, the amounts reflected in the Estimated NWC Statement shall be disregarded for the purposes of calculating the Estimated Seller Proceeds to be paid at Closing.
If the total Purchase Price-All Purchased Assets less the Fire Code Violation Credit as described in Section 2(e)(i) (collectively referred to as the "Seller Proceeds") is less than $740,000.00, then Seller shall not be obligated to consummate the transaction proposed according to this Agreement; provided, however, that Purchaser, in its sole discretion, can enforce this transaction by making a lump sum payment to Seller of $740,000.00 less the Seller Proceeds.
Disregarding any payments of Indemnification Escrow Funds to the Purchaser Indemnified Parties, the total amount of indemnification payments that Seller shall be required to make to the Purchaser Indemnified Parties in respect of this Agreement and the transactions contemplated hereby, shall not exceed the amount of the Seller Proceeds actually received by Seller as of the date of determination.
At the Closing, Buyer shall deliver and pay to Seller the Estimated Seller Proceeds as set forth in the Estimated Closing Statement and the Funds Flow Memorandum.
The Parent shall have consummated an IPO resulting in net proceeds to the Purchaser sufficient to fulfill its obligation to pay the Seller Proceeds and the aggregate purchase price to each of the Manager Affiliates and such other obligations the Purchaser has with respect to this Agreement and the Other Purchase Agreements, respectively.
The amounts reflected in the Estimated Closing Statement shall control solely for purposes of determining the Estimated Seller Proceeds for purposes of this Section 2.02 and Section 2.03 and shall not limit or otherwise affect Buyer’s remedies under this Agreement or otherwise or constitute an acknowledgement by Buyer of the accuracy of the amounts reflected thereof.