Total Consideration Adjustment Sample Clauses
The Total Consideration Adjustment clause defines how the final purchase price in a transaction may be modified after closing based on certain agreed-upon factors, such as working capital, debt levels, or other financial metrics. Typically, this clause outlines a process for comparing estimated values at closing with actual values determined post-closing, and specifies how any difference will be settled between the parties, often through additional payments or refunds. Its core function is to ensure that the final price accurately reflects the true value of the assets or business being transferred, thereby protecting both buyer and seller from unforeseen financial discrepancies.
Total Consideration Adjustment. The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the SET Consideration and MLP GP Consideration, as applicable, for Tax purposes.
Total Consideration Adjustment. The Company, Buyer and the Participating Holders agree to treat each indemnification payment pursuant to this Article VIII as an adjustment to the Total Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.
Total Consideration Adjustment. If the Closing Date Capitalization, as finally determined pursuant to this Section 3.3, is less than the Target Capitalization, then EECI will pay to MLP, within two (2) Business Days, by wire transfer of immediately available funds, the amount of such shortfall plus interest from the Closing Date on such shortfall at the Agreed Rate. If the Closing Date Capitalization, as finally determined pursuant to this Section 3.3, is greater than the Target Capitalization, then MLP will pay to EECI, within two (2) Business Days, by wire transfer of immediately available funds, the amount of such excess plus interest from the Closing Date on such excess at the Agreed Rate. Any payment under this Section 3.3 shall be deemed an adjustment of the Total Consideration. If MLP is required to make payment to EECI pursuant to this Section 3.3(e), then such payment shall be funded by a lender in connection with new debt incurred directly or indirectly by MLP and such lender shall have recourse to EECI as the general partner of MLP for such debt.
Total Consideration Adjustment. With respect to any indemnity payment under this Agreement, the Parties agree to treat, to the extent permitted by applicable Law, all such payments as an adjustment to the Total Consideration provided hereunder.
Total Consideration Adjustment. Any return of Holdback Shares under Section 4.5(a) hereof and any amount paid pursuant to Section 4.5(b) hereof, shall be treated as a reduction in the aggregate transaction consideration paid by MBS or MBS Sub, as the case may be, and received by Imagine or Imagine Sub, as the case may be, hereunder.