Upfront Cash definition
Examples of Upfront Cash in a sentence
Simultaneous with the Parties’ execution of this Agreement, in addition to reimbursing TRIS via wire transfer for the [**] 2019 PDUFA Program Fee pursuant to Section 2.2, AYTU shall pay TRIS the Upfront Cash Payment via wire transfer of immediately available funds as directed by TRIS, and issue and deliver to TRIS stock certificates (or electronic delivery as may be requested by TRIS) for the Upfront Stock Consideration, which payments and issuance shall be non-refundable and non- creditable.
The payment to the Founders’ Solicitors Account of the Upfront Cash Consideration and Estimated Net Current Asset Consideration will satisfy and discharge the Buyer’s obligations with respect to the payment thereof in their entirety subject to Section 4.8, and the Buyer will have no further obligation, liability or responsibility with respect to the payment and allocation of the Upfront Cash Consideration and Estimated Net Current Asset Consideration to the Sellers.
Each Participating Securityholder shall contribute to the Purchase Price Escrow Amount and the Escrow Amount from the Upfront Cash Consideration in accordance with such holder’s Ownership Percentage.
The Deposit shall be fully creditable toward the Upfront Cash Consideration.
At the Closing, the Parent shall distribute the Upfront Cash Consideration in accordance with Section 2.3.
The Upfront Cash Payment shall be directly used by MPAG to fund MPAG Activities.
Parent has as of the date hereof and will have, (i) as of the Merger I Effective Time and to the extent required thereafter, sufficient funds on hand and available through existing liquidity facilities to pay the Upfront Cash Consideration, and (ii) as of the date of the Milestone payment (if any), sufficient funds on hand or available through existing liquidity facilities to pay the Milestone Consideration.
If the Closing is consummated, then the Sellers shall pay directly or reimburse the Company for all such fees, costs and expenses incurred by the Company in connection with the transaction (including the Transaction Bonuses) out of the Upfront Cash Consideration to the extent not taken into account in determining the Company’s Working Capital at Closing.
The aggregate purchase price to be paid by Buyer to Sellers for the Purchased Interests (the “Purchase Price”) shall be an amount equal to the Upfront Cash Amount, minus the adjustments, if any, pursuant to Section 2.05(e).
The maximum aggregate liability of Seller in respect of claims for damages for breaches of warranties in Article 6.1 or Article 6.3 other than the Fundamental Warranties or otherwise under, or in connection with this Agreement, whether in tort, contract, under statute or otherwise, shall not exceed [***] the amount of the Upfront Cash Consideration .