Examples of Final Net Merger Consideration in a sentence
The parties agree to treat all indemnification or other payments made under Article 9 and under any other indemnity provisions contained in this Agreement as adjustments to the Final Net Merger Consideration for Tax purposes, unless otherwise required by applicable Law.
If the Seller Representative does not deliver any Dispute Notice prior to the expiration of the Review Period, the Final Net Merger Consideration (together with all components thereof), as set forth on the Closing Date Schedule, shall be determinative for purposes of this Section 2.12 and shall be final, binding and non-appealable on all of the parties to this Agreement.
The Closing Net Working Capital, Closing Cash Amount, the Funded Indebtedness, and the Unpaid Transaction Expenses finally determined pursuant to this Section 2.12, and the Final Net Merger Consideration based thereon, shall be determinative for purposes of this Section 2.12 and shall be final and binding on all of the parties to this Agreement.
All amounts paid with respect to Indemnification Claims under this Agreement shall be treated by the parties hereto for all Tax purposes as adjustments to the Final Net Merger Consideration.
Within seventy-five (75) days following the Closing Date, Buyer, at its expense, shall prepare and deliver to the Seller Representative a statement (the “Closing Date Schedule”) setting forth, in reasonable detail (i) the Closing Net Working Capital, (ii) the Closing Cash (the “Closing Cash Amount”), (iii) the Funded Indebtedness, (iv) the Unpaid Transaction Expenses and (v) the computation of the Final Net Merger Consideration based on the foregoing.