Aggregate Closing Date Consideration definition
Examples of Aggregate Closing Date Consideration in a sentence
Notwithstanding the foregoing, none of the Seller Representative, the Parent Parties or the Surviving Company shall be liable to any former Merger Participant for any portion of the Aggregate Closing Date Consideration Estimate or interest thereon properly delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law.
Once Parent has delivered the Statement, the Statement shall be deemed irrevocable by Parent for purposes of the calculation of the Final Aggregate Closing Date Consideration, and Parent shall be foreclosed and barred in all respects from amending, supplementing or modifying the Statement and related calculations following delivery to the Seller Representative; provided that the Statement may be revised in accordance with Section 2.8(c).
Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include good faith disagreements based on the Aggregate Closing Date Consideration or the Consideration Elements not being calculated in accordance with the Balance Sheet Rules (to the extent applicable) or the other terms of this Agreement.
Without limiting any other provision hereof, each Interest Holder receiving the Aggregate Closing Date Consideration pursuant to this Article II shall be deemed to have acknowledged and agreed to be bound by its obligations set forth in this Agreement including the obligation to indemnify Parent Indemnified Parties pursuant to Article IX.
The Purchaser will have on the Closing Date sufficient available funds to pay the Aggregate Closing Date Consideration and to make all other necessary payments in connection with the purchase of the Purchased Units and the Contemplated Transactions.
The “Base Blocker Seller Consideration” shall be the portion of the Aggregate Closing Date Consideration Estimate allocable to the Blocker Seller as determined in accordance with the Distribution Waterfall Schedule.
The scope of the disputes to be resolved by the Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Balance Sheet Rules and the other terms of this Agreement, and the Accounting Firm is not to make any other determination, including any determination as to whether the Working Capital Target Amount or Aggregate Closing Date Consideration Estimate are correct.