Adjusted Equity Value definition
Examples of Adjusted Equity Value in a sentence
Any disagreements between Purchaser and Sellers concerning the Engineering Division's final Adjusted Equity Value as shown on the Closing ED Balance Sheet shall be resolved in accordance with 2.03(c) during the twenty (20) day period thereafter.
Any amounts paid into escrow pursuant to Section 6.9(b) hereof shall be available solely to settle any dispute relating to the determination of Adjusted Equity Value and shall not be available for satisfaction of any indemnification claims hereunder and any amount distributed from the Escrow Funds to Parent or the Surviving Entity in connection with such dispute shall not reduce or otherwise count against or toward the $9,000,000 limitation contained in the immediately preceding sentence.
If the Engineering Division's Adjusted Equity Value as of the Effective Time is less than the Interim ED Balance Sheet value, the aggregate amount of Assumed Balance Sheet Liabilities assumed by Purchaser shall be reduced by such difference less any amount which Purchaser has elected to take as a set-off for such purpose against the Short Term Note as provided in 1.01(b)(5)(B).
Parent shall promptly review such computation, and Parent and MLP shall use reasonable best efforts in good faith to reach agreement on the amount of the Adjusted Equity Value prior to the Closing and shall in good faith provide reasonable access to the other to the information necessary to do so.
Any indemnity payments by an Indemnifying Party to a Buyer Indemnified Party under this Article VII shall be treated by the Parties for Tax purposes as an adjustment to the Adjusted Equity Value.