Base Cash Amount definition
Examples of Base Cash Amount in a sentence
In full and complete consideration for the acquisition of the Acquired Assets, at the Closing Buyer shall (i) pay to Company the sum of Sixty Five Million Dollars ($65,000,000.00) (the “Base Cash Amount”), as adjusted pursuant to Section 2.6 below (the Base Cash Amount, as so adjusted, the “Closing Cash Amount”), (ii) deliver to the Escrow Agent the Escrow Amount, and (iii) assume the Assumed Liabilities as set forth in Section 2.3 hereof (clauses (i)-(iii) collectively, the “Purchase Price”).
At Closing, the Base Cash Amount shall be adjusted in accordance with Section 2.6(a)(v) above based on the determinations made pursuant to this Section 2.6(b).
The Sellers shall ensure that, at the time the Pre-Closing Statement is to be delivered to Purchasers, (i) the Sellers and the Company Parties have no outstanding Indebtedness, other than Seller Closing Debt, (ii) the Seller Closing Debt does not exceed $25,000,000, and (iii) the Actual Closing Cash is an amount at least equal to the Base Cash Amount.
In full and complete consideration for the acquisition of the Acquired Assets, at the Closing Buyer shall (i) pay to Company the sum of Sixty Five Million Dollars ($65,000,000.00) (the "BASE CASH AMOUNT"), as adjusted pursuant to SECTION 2.6 below (the Base Cash Amount, as so adjusted, the "CLOSING CASH AMOUNT"), (ii) deliver to the Escrow Agent the Escrow Amount, and (iii) assume the Assumed Liabilities as set forth in SECTION 2.3 hereof (clauses (i)-(iii) collectively, the "PURCHASE PRICE").
The parties agree to treat the transaction for U.S. federal, state and local income tax purposes (a) as a taxable sale and purchase to the extent of the Base Cash Amount and Revenue Payments, and (b) as a contribution of property to Buyer under Section 721(a) of the Code to the extent of the Equity Amount.