Examples of Closing Consideration Amount in a sentence
For the avoidance of doubt, in the event that Purchaser provides funding to Seller or its Affiliates pursuant to this Section 10.20, the Parties expressly acknowledge and agree that such funding amount shall not be deemed to be Closing Indebtedness or a liability for the purposes of determining Net Working Capital, nor shall it otherwise be taken into consideration in connection with the calculation of the Initial Closing Cash Consideration or the Change-in-Control Closing Consideration Amount.
A counterpart signature page to the cross-receipt, in a form mutually agreed among the parties (the “Cross-Receipt”), executed by a duly authorized executive officer of Seller or its applicable Subsidiary confirming the receipt of the Closing Consideration Amount.
Any proceeds received by the Conveyed Entities or Buyer pursuant to this Section 5.14 shall be disregarded for purposes of calculating the Closing Consideration Amount and any adjustment thereto.
To the extent an adjustment is made to the Closing Consideration Amount under this Section 2.3, Buyer may not bring a claim under any other provision of this Agreement seeking recovery for Losses in respect of such adjustment.
In the event an adjustment to the Closing Consideration Amount is made pursuant to Section 2.2 or Section 2.3 or otherwise under this Agreement (including under Article VIII) (and any refunds and/or other payments are made in connection therewith), the allocation of the Closing Consideration Amount shall be revised to allocate such adjustment to the Direct Transferred Equity Interests based upon the item to which such adjustment is attributable.