Examples of Net Closing Consideration in a sentence
Except as otherwise required under applicable Legal Requirements, all indemnification payments made pursuant to this Section 6 will be treated as an adjustment to the Net Closing Consideration.
The Net Closing Consideration will be allocated in accordance with an agreement between Buyer and Seller after the Closing Date.
The Merger Filing does not include certain provisions contained in this Agreement, including, but not limited to, provisions relating to the calculation of the Net Closing Consideration, the Closing Working Capital, the Earn-Out and amounts that may be due and payable by the Parties pursuant to Article IX hereof.
CFGP shall exclude all accrued expenses included in Closing Working Capital and all adjustments to Net Closing Consideration.
Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration distributable by Acquirer to the Company Securityholders: (i) at Closing exceed the Adjusted Net Closing Consideration; and (ii) at any time exceed the sum of (A) the Adjusted Net Closing Consideration and (B) the total Earnout Payments payable pursuant to Section 5.19.