New Entity definition
Examples of New Entity in a sentence
Any dispute between B▇▇▇▇ and the Sellers’ Representative as to whether revenue of a New Entity is required to be attributed to Included Revenue pursuant to this Section 1(k)(vi), or as to the amount of such attributed revenue, shall be resolved in accordance with the dispute resolution procedures set forth in Section 1(k)(i), mutatis mutandis.
Notwithstanding the foregoing, this Section 1(k)(vii) shall not apply to any New Entity formed for a bona fide regulatory, tax, or corporate governance purpose, provided that (x) the primary purpose of such New Entity’s formation is not to reduce or avoid the Earnout Consideration payable to the Sellers and (y) Buyer provides written notice to the Sellers’ Representative within thirty (30) days of the formation of such New Entity, describing in reasonable detail the purpose of such New Entity’s formation.