Purchase Price Offset definition
Examples of Purchase Price Offset in a sentence
The Class B Members hereby consent to such Deficit Class B Purchase Price Offset and hereby waive, subject to the proviso in the immediately preceding sentence, any right to receive any Deficit Purchase Price Amount or payment of any distributions subject to such Deficit Class B Purchase Price Offset.
The Company and the Shareholders hereby acknowledge and agree that if the actual Working Capital of the Company as of the Effective Date is less than the Minimum Working Capital, then United shall be given and allowed an offset to the Purchase Price ("Working Capital Purchase Price Offset") equal to the difference between the Minimum Working Capital and the actual Working Capital of the Company as of the Effective Date.
The Stock Purchase Agreement will include a provision that a breach of the Borrower's Representations and Warranties and the other covenants contained in this Agreement and the other Security Documents will be a Purchase Price Offset.
The Indebtedness Purchase Price Offset shall be deemed to be Indemnifiable Damages (as defined in Section 9.1 hereof), and United may set off ----------- against the Held Back Shares in the manner described in Article IX or take any ---------- other action or exercise any other remedy available to it by appropriate legal proceedings to recover such amount; provided, however, such difference has not -------- already been reflected as a reduction of the Merger Consideration under Section ------- 1.3 hereof.
The Working Capital Purchase Price Offset, if any, shall be determined in accordance with Section 5.19 hereof ------------ and shall be deemed to be Indemnifiable Damages (as defined in Section 9.1 ----------- hereof), and United may set off against the Held Back Shares in the manner described in Article IX or take any other action or exercise any other remedy ---------- available to it by appropriate legal proceedings to recover such amount.
The Class B Members hereby consent to such Deficit Class B Purchase Price Offset and hereby waive, subject to the proviso in the immediately preceding sentence, any right to receive any Deficit Purchase Price Amount or payment of any distributions subject to such Deficit Class B Purchase Price Offset in an amount equal to the Deficit Purchase Price Amount.
Until the Purchase Price is paid in full, County shall have the right to review the accounting for Landfill Operating Costs and the Purchase Price Offset, as more particularly set forth in the Contribution and Participation Agreement.
Without limiting the availability of other remedies, Buyer shall have the right, exercisable upon notice to E2S specifying in reasonable detail the basis for such setoff, to reduce the Royalty Fee otherwise deliverable to E2S pursuant to Section 2.4.2 ("Purchase Price Offset").
Prior to the Closing Date, the parties shall mutually agree on an estimate of the amount of Property Taxes relating to Owned Real Property to be paid by Seller, and such estimated amount shall be a Purchase Price Offset.
The Shareholders agree that if the actual average gross monthly revenue collected by the AAA Companies determined in accordance with the accounting methods of each of the AAA Companies was less than the Minimum Revenue, then Republic shall be given and allowed an offset to the Purchase Price (the "Purchase Price Offset") equal to the difference between the Minimum Revenue and the actual average gross monthly revenue collected during the Test Period, multiplied by 41.