Excess Amount Compensation Clause Samples
Excess Amount Compensation. In case (i) the Redemption does not occur on or prior to Closing and (ii) the amount of the ▇▇▇▇ Debt Consideration exceeds the Completion Consideration (the “Excess Amount”) and (iii) such Excess Amount is not fully set off in accordance with clause 4.4.2, then the Buyer and the Seller 1 shall agree in good faith within [*] ([*]) months following the Closing on how such Excess Amount may be paid or otherwise compensated by the Seller 1 or its Affiliates to the Buyer. The Buyer in accordance with Article 430 of the CC RF instructs the Seller 1 to pay the Excess Amount to the Company and confirms that the payment (compensation) of the Excess Amount to the Company by the Seller 1 will be considered to be the proper performance of the Seller 1's obligations to pay the Excess Amount.
Excess Amount Compensation. 4.5.1 In case the amount of the ▇▇▇▇ Debt Consideration exceeds the Completion Consideration (the “Excess Amount”) and such Excess Amount is not fully set off in accordance with clause 4.4.2, the Buyer and the Seller 1 shall agree in good faith within [*] ([*]) months following the Closing on how such Excess Amount may be paid or otherwise compensated by the Seller 1 or its Affiliates to the Buyer. The Buyer in accordance with Article 430 of the CC RF instructs the Seller 1 to pay the Excess Amount to the Company and confirms that the payment (compensation) of the Excess Amount to the Company by the Seller 1 will be considered to be the proper performance of the Seller 1's obligations to pay the Excess Amount.
4.5.2 If the Seller 1 and the Buyer do not reach an agreement on how the Excess Amount should be settled within the time period indicated in clause 4.5.1, the Buyer shall be entitled to request the payment of the Excess Amount in cash at any time following the expiration of such time period.