Examples of Final Closing Cash Consideration in a sentence
As soon as practicable following the determination of the Final Closing Cash Consideration in accordance with Section 2.4 (but in no event more than one hundred eighty (180) days after the Closing Date), Buyer shall prepare a draft schedule reflecting the allocation of the Allocable Amount (including to the covenants and agreements set forth in Section 5.1) in accordance with Exhibit I and shall submit such allocation to Seller Representative for review.
Notwithstanding anything to the contrary herein, in no event shall any Indemnified Party be entitled to indemnification under this Article VIII with respect to the items required to be included or reflected in the calculation of the Working Capital Adjustment Amount, the Assumed Indebtedness Amount, any Seller Parent/Buyer Contracts Amounts (including the Closing Collaboration Adjustment Amount) or the Final Closing Cash Consideration.
For Tax purposes, any indemnity payment under this Agreement shall be treated as an adjustment to the Final Closing Cash Consideration.
The Parties agree that the obligations of Buyer Parent under the Contingent Additional Amount Agreement should be treated for all relevant tax purposes (i) as debt, and not as an equity interest in Buyer Parent or its Affiliates or as payment in consideration for services and (ii) as an adjustment to the Final Closing Cash Consideration, in each case unless contrary treatment is required by a “determination,” as defined in Section 1313 of the Code (or similar provision of applicable Law).
In determining the Final Closing Cash Consideration hereunder, the Neutral Accountant shall act as an expert and not as arbitrator.