Seller Proceeds definition

Seller Proceeds has the meaning set forth in Section 2.1(a).
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Seller Proceeds means the net amount payable to Parent from the Purchase Price, which shall be an amount equal to the difference of (a) Purchase Price less (b) the Closing Pension/OPEP Shortfall for each of the Pension/OPEB Plans less (c) the Closing Transaction Costs less (d) the Closing Indebtedness paid at Closing, if any, pursuant to Section 2.02(c)(i).
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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.


More Definitions of Seller Proceeds

Seller Proceeds means for any date, that portion, if any, of the related Gross Proceeds that consists of (1) P&I Advance Reimbursement Amounts allocable to P&I Advances made by a Person other than OAC and (2) Receivables not Granted to the Trust Estate because they were made after the termination of the Funding Period.
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Seller Proceeds means the net amount receivable by the Seller after deduction of the Snapdeal’s Marketing Fees, Payment Collection Fees, Courier Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) from the Selling Price.
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Seller Proceeds means the net amount receivable by the Seller from Rack 37/ Internet Banking after deduction of the Rack 37 Marketing Fees, Payment Collection Fees, Logistic Service Provider Fees, (if applicable) or any other statutory deduction, , from the Selling Price.
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Seller Proceeds means the net amount receivable by the Seller from SAPACZONE/Nodal Bank after deduction of the SAPACZONE‟s Marketing Fees, Payment Collection Fees, Logistic Service Provider Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) or any other statutory deduction, levies, or any amount to cover contractual obligations, from the Selling Price.
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Related to Seller Proceeds

  • Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower, any Parent Guarantor or any of their respective Subsidiaries in connection therewith, but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first-priority Lien permitted by Section 7.2.3 on the property which is the subject of such Casualty Event.

  • REO Proceeds Proceeds received in respect of any REO Mortgage Loan (including, without limitation, proceeds from the rental of the related Mortgaged Property).

  • Disposition Proceeds means, with respect to each Group I/II Non-Program Vehicle, the net proceeds from the sale or disposition of such Group I/II Eligible Vehicle to any Person (other than any portion of such proceeds payable by the Group I/II Lessee thereof pursuant to any Group I/II Lease).

  • Declined Proceeds has the meaning assigned to such term in Section 2.11(b)(v).

  • Condemnation Proceeds All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

  • Proceeds all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • Net REO Proceeds As to any REO Mortgage Loan, REO Proceeds net of any related expenses of the Servicer.

  • Available Collections means, for any Distribution Date, (i) all Obligor payments received with respect to the Receivables during the preceding Collection Period, (ii) all Liquidation Proceeds received with respect to the Receivables during the preceding Collection Period, (iii) all interest earned on funds on deposit in the Collection Account during the preceding Collection Period, (iv) the aggregate Purchase Amount deposited in the Collection Account on the preceding Distribution Date, (v) all prepayments received with respect to the Receivables during the preceding Collection Period attributable to any refunded item included in the Amount Financed (including amounts received as a result of rebates of extended service plan contract costs and insurance premiums and proceeds received under physical damage, theft, GAP, credit life and credit disability insurance policies), and (vi) all Simple Interest Advances deposited into the Collection Account by the Servicer on the Business Day preceding such Distribution Date; provided, however, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received with respect to any Purchased Receivable for the Collection Period during which the related Purchase Amount was deposited by the Seller into the Collection Account; provided further, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received with respect to any Receivable to the extent that the Servicer has made an unreimbursed Simple Interest Advance with respect to such Receivable and is entitled to reimbursement from such payments or other amounts pursuant to Section 4.4 of the Sale and Servicing Agreement; and, provided further, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received with respect to the Receivables that are retained by the Servicer as reimbursement for Unreimbursed Servicer Advances pursuant to Section 4.4 of the Sale and Servicing Agreement; provided, further, however, that Available Collections for any Distribution Date will exclude any Supplemental Servicing Fees.

  • Capital Proceeds means the gross receipts received by the Company from a Capital Transaction.

  • Sales Proceeds means, with respect to any Transaction Vehicle, an amount equal to the aggregate amount of proceeds received by the Servicer from the purchaser in connection with the sale or other disposition of such Transaction Vehicle, net of any and all out-of-pocket costs and expenses incurred by the Servicer in connection with such sale or other disposition, including without limitation, all repossession, auction, painting, repair and any and all other similar liquidation and refurbishment costs and expenses.

  • Net Condemnation Proceeds The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO Mortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property; provided that, in the case of an Outside Serviced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.

  • Net Proceeds Deficiency shall have the meaning set forth in Section 6.4(b)(vi) hereof.

  • Qualified Proceeds means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.

  • Bond Proceeds means the proceeds from the sale of bonds, notes, and other obligations issued by a district, and reserves and funds maintained by a district for debt service purposes.

  • Gross Proceeds means the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Organization and Offering Expenses.

  • Escrowed Proceeds means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or Incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.