Treatment of Post-Closing Payments Sample Clauses

Treatment of Post-Closing Payments. The Buyer and the Sellers agree to treat any amounts payable after the Closing by the Sellers to the Buyer (or by the Buyer to the Sellers) pursuant to this Agreement as an adjustment to the Purchase Price, unless a final determination by the appropriate Taxing Authority or court causes any such payment not to be treated as an adjustment to the Purchase Price for Tax purposes.
Sample 1
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Treatment of Post-Closing Payments. No right or interest in any Earn-Out Payment, Holdback Amount, or a Net Working Capital adjustment to the Initial Consideration Amount (each a “Post-Closing Payment” and, collectively, the “Post-Closing Payments”) or proceeds therefrom, may be assigned or otherwise transferred by any Company Holder, other than by the laws of descent and distribution or succession, without the prior written consent of Parent. In addition, the parties acknowledge that the Earn-Out Payments (x) are an integral part of the consideration payable to the Company Stockholders in connection with the Transaction and (y) shall not (i) be certificated, (ii) represent an equity ownership interest in the Company or Parent or any of their respective Subsidiaries, (iii) have any voting rights or dividend rights associated therewith, or (iv) bear a stated rate of interest.
Sample 1
Treatment of Post-Closing Payments. The parties agree that any Additional Merger Consideration shall be treated for Tax purposes as an adjustment to the consideration paid to the Company Unitholders in exchange for the Company Units to the extent permitted by applicable law. Conditions Precedent Conditions to the Obligation of Each Party to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or (to the extent permitted by law) waiver at or prior to the Closing of the following conditions: the applicable waiting period, together with any extensions thereof, under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated and the waivers, consents, authorizations, filings, notifications and approvals in respect of Governmental Entities set forth on Section 8.01(b) of the Company Disclosure Letter shall have been made or obtained and shall be in full force and effect, in each case without the imposition of a Burdensome Condition; and no Law or Governmental Order (whether temporary, preliminary or permanent) shall have been enacted, issued or enforced that is in effect and that prevents or prohibits consummation of the Merger. Conditions to the Obligation of Parent and Merger Sub to Effect the Merger. The obligation of each of Parent and Merger Sub to effect the Merger is
Sample 1
Treatment of Post-Closing Payments. Following the Closing, any payments made pursuant to the Indemnification Agreements, Article IX or any other provision of this Agreement shall be treated by the parties hereto, for federal income Tax purposes and other applicable Tax purposes, as an adjustment to the Purchase Price. ARTICLE VIII
Sample 1
Treatment of Post-Closing Payments. No right or interest in any Earnout Payment Amount, Escrow Amount, Holdback Share Consideration, a Working Capital Excess or similar payments due following Closing (each a “Post-Closing Payment” and, collectively, the “Post-Closing Payments”) or proceeds therefrom, may be assigned or otherwise transferred by any Company Equityholder, other than by the laws of descent and distribution or succession, without the prior written consent of Parent and Buyer.
Sample 1

Related to Treatment of Post-Closing Payments

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Treatment of Payments Tax Gross Up 29 Section 12.01 Treatment of Tax Indemnity and Tax Benefit Payments 29 Section 12.02 Tax Gross Up 29 Section 12.03 Interest Under This Agreement 30 Section 13. Disagreements 30 Section 14. Late Payments 31 Section 15. Expenses 31 Section 16. General Provisions 31 Section 16.01 Addresses and Notices 31 Section 16.02 Counterparts; Entire Agreement; Corporate Power 32 Section 16.03 Waiver 32 Section 16.04 Severability 32 Section 16.05 Assignability 33 Section 16.06 Further Action 33 Section 16.07 Integration 33 Section 16.08 Headings 33 Section 16.09 Governing Law 33 Section 16.10 Amendment 33 Section 16.11 Xxxx Subsidiaries 34 Section 16.12 Successors 34 Section 16.13 Specific Performance 34 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of August [●], 2018, by and between NETGEAR, Inc., a Delaware corporation (“Parent”), and Xxxx Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Xxxx”) (collectively, the “Companies” and each a “Company”).

  • Tax Treatment of Swap Payments and Swap Termination Payments For federal income tax purposes, each holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trust Administrator will account for payments to each Floating Rate Certificates as follows: each Floating Rate Certificate will be treated as receiving their entire payment from REMIC III (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in Swap Provider Fee), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Certificate. The REMIC regular interest corresponding to a Floating Rate Certificate will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that (i) the maximum interest rate of that REMIC regular interest will equal the Net WAC Pass-Through Rate computed for this purpose by limiting the Swap Notional Amount of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance of the Mortgage Loans and (ii) any Swap Termination Payment will be treated as being payable solely from Net Monthly Excess Cashflow. As a result of the foregoing, the amount of distributions and taxable income on the REMIC regular interest corresponding to a Floating Rate Certificate may exceed the actual amount of distributions on the Floating Rate Certificate.

  • Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

  • Treatment of Installment Payments Each payment of termination benefits under this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A‑2(b)(2), for purposes of Section 409A of the Code.

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