Allocated Value definition
Examples of Allocated Value in a sentence
If the Closing occurs, Seller shall warrant and defend Defensible Title to the Leases and ▇▇▇▇▇, solely to the extent that such Leases and ▇▇▇▇▇ have a positive Allocated Value, in each case, from and against the lawful claims of any Person arising by, through or under any Seller, any Company Group Member or their respective Affiliates, but not otherwise, subject however, to the Permitted Encumbrances (the warranty set forth in this Section 12.11, the “Special Warranty of Title”).
If a Required Consent is not obtained prior to Closing, then (i) the affected Asset shall be assigned from the applicable Company Group Member to an Affiliate of Seller and (ii) the Purchase Price shall be reduced by the Allocated Value of the affected Asset (the aggregate value of any such reductions, the “Consent Adjustment Amount”).
For purposes of the Special Warranty of Title, the value of the Leases and ▇▇▇▇▇ shall be deemed to be the Allocated Value thereof, as adjusted herein.
If a party holding a Preferential Right exercises such Preferential Right prior to the Closing, (i) the affected Asset shall be excluded from the transactions contemplated by this Agreement and (ii) the Purchase Price shall be reduced by the Allocated Value of the affected Asset (the aggregate value of any such reductions, the “Preferential Right Adjustment Amount”).