Locked Box Period definition
Examples of Locked Box Period in a sentence
Each Seller undertakes to pay to the Buyer on demand an amount in cash equal to the amount of any Leakage received by such Seller or any member of such Seller’s Seller Group during the Locked Box Period.
The Leakage Amount shall be deemed to be equal to (i) the amount of Leakage during or for the Locked Box Period, whether payable during or after the Locked Box Period, less (ii) the Leakage Tax Benefit Amount.
Set forth in Section 3.4(f) of the Disclosure Schedule (the “Leakage Schedule”) are all current arrangements or agreements that have resulted in, or would reasonably be expected to result in, Leakage during the Locked Box Period, the amounts of such Leakage as of August 15, 2019 and expected amounts of such Leakage as of September 30, 2019.
If any Leakage occurs in the Locked Box Period that is not a Transaction Fee then, subject to Closing occurring, each Vendor undertakes to pay to the Purchaser, within 10 Business Days after written demand by the Purchaser, the amount of the Leakage (not being Transaction Fees) that was paid to or for the benefit of that Vendor or, if applicable, each Vendor’s Respective Sale Proportion of the Leakage (a Leakage Payment).
Each Vendor agrees that during the Locked Box Period: (a) there has not been, and will not be, any Leakage, other than the Transaction Fees; and (b) no arrangement or agreement has been or will be made that will result in any Leakage, except for any arrangement or agreement giving rise to Transaction Fees.