Base Consideration Amount definition
Examples of Base Consideration Amount in a sentence
With respect to the matters set forth in sub-clause (iii) of the preceding sentence (other than covenants that are required to be performed after the Closing), the aggregate liability of the applicable Indemnifying Party shall not exceed fifty percent (50%) of the Unadjusted Base Consideration Amount (the “Liability Limit”).
With respect to any claim for indemnification for any inaccuracy in or breach of any Fundamental Representation, the aggregate liability of the Indemnifying Party shall not exceed the Unadjusted Base Consideration Amount (the “Aggregate Liability Limit”).
On the other hand, if the Actual Adjusted Net Worth is less than the Target Adjusted Net Worth (said amount hereinafter referred to as the "Net Worth Shortfall"), then the Base Consideration Amount shall be reduced One and No/100 Dollar ($1.00) for every dollar of the Net Worth Shortfall.
If the Actual Adjusted Net Worth is greater than the Target Adjusted Net Worth (the amount of said excess hereinafter referred to as the "Net Worth Excess"), then the Base Consideration Amount shall be increased One and No/100 Dollar ($1.00) for every dollar of Net Worth Excess.
After making the Net Worth ----------------- Adjustment as provided in Section 2.1.1.A. above, the Base Consideration Amount shall be further adjusted as provided in this Section 2.1.1.