Acurity definition
Examples of Acurity in a sentence
Subject to the terms and conditions of this Agreement, (a) Premier Acurity Purchaser agrees to assume, at the Closing, and thereafter pay, perform or discharge when due or required to be performed, as the case may be, the Assumed Acurity Liabilities, and (b) Premier Nexera Purchaser agrees to assume, at the Closing, and thereafter pay, perform or discharge when due or required to be performed, as the case may be, the Assumed Nexera Liabilities.
All Transferred Acurity Records and Transferred Nexera Records (to the extent not located at the Company Parties’ principal offices or previously delivered to the Purchasers).
For the avoidance of doubt, if either (i) the Transferred Member Renewal Percentage is less than fifty percent (50%) or (ii) the Renewed 2025 Pro Forma Fee Share Percentage is greater than the Established Rate, then the Contingent Amount shall be zero ($0) and no Contingent Amount shall be due and owing to Acurity or any of its Affiliates.
The Purchasers shall have the right, but not the obligation, to set off against any amounts owed to the Company Parties following the Closing (including the Contingent Amount, the Deferred Cash Purchase Price and the Deferred TRA Payment Amount) the amount of any claim brought by any Acurity Participating Member against a Purchaser or its Affiliates to enforce its right to payment under such Excluded Acurity Participating Member Agreement.
The Escrow Agreement, along with copies of all other schedules and exhibits thereto, executed by Acurity, in the form attached hereto as Exhibit J (the “Escrow Agreement”).
Except for the Carve-Out Financial Statements, Acurity does not maintain separate financial statements of the Acurity Business and Nexera does not maintain separate financial statements of the Nexera Business.
The Company Parties have all material licenses, certificates, permits, franchises, approvals, registrations, clearances, consents, authorizations, accreditations, and other like items or similar rights (or exemptions or waivers thereof) issued by or obtained from a Governmental Authority (“Permits”) necessary to own and operate the Transferred Assets, and to carry on the Acurity Business and the Nexera Business, as applicable.
After the Closing Date, Acurity shall pay (or cause to be paid) any amounts owed to Acurity Participating Members under the Excluded Acurity Participating Member Agreements when due and payable.
On November 2, 2020, assuming all amounts necessary to satisfy the aggregate Excess Downward Adjustments for the Periods commencing on the Closing Date and ending on November 2, 2020, have been released to Purchaser Guarantor, Acurity and Purchaser Guarantor shall jointly instruct the Escrow Agent in writing to release all funds then remaining in the Downward Adjustment Escrow Account to an account specified in writing by Acurity.