Adjusted Purchase Price Model means the Base Case Model, with the following updated by Seller prior to the Closing Date, in each case on the basis of the Pricing Adjustments:
Adjusted Purchase Price Model means [***].
Adjusted Purchase Price Model means [***].“Affiliate” of a specified Person means any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with the Person specified. For the purposes of this Agreement, (a)(i) CEG, Seller and the direct or indirect subsidiaries of each (other than Clearway Energy, Inc., and its direct or indirect subsidiaries), on the one hand, and (ii) Clearway Energy, Inc., Clearway Energy LLC, Purchaser Parent, Purchaser and the direct or indirect subsidiaries of each, on the other hand, shall not be considered “Affiliates,” (b) with respect to Purchaser, “Affiliates” shall be limited to Clearway Energy Inc. and its subsidiaries, and (c) with respect to Seller, “Affiliates” shall be limited to Clearway Energy Group LLC and its subsidiaries.
Examples of Adjusted Purchase Price Model in a sentence
No less than five (5) Business Days prior to the Closing Date, Seller shall provide to Purchaser an Adjusted Purchase Price Model for purposes of calculating the Adjusted Purchase Price Amount.
Notwithstanding any provision of this Agreement to the contrary, neither Purchaser nor Seller shall be obligated to indemnify any Seller Indemnified Party or Purchaser Indemnified Party, as applicable, for any Losses to the extent such Loss, or the economic effect of the event or circumstance giving rise to such Loss, is accounted for in the determination of the Adjusted Purchase Price pursuant to the Adjusted Purchase Price Model.
More Definitions of Adjusted Purchase Price Model
Adjusted Purchase Price Model means [***].“Affiliate” of a specified Person means any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with the Person specified. For the purposes of this Agreement, (a)(i) CEG, Seller and the direct or indirect subsidiaries of each (other than Clearway Energy, Inc., and its direct or indirect subsidiaries), on the one hand, and(ii) Clearway Energy, Inc., Clearway Energy LLC, Purchaser Parent, Purchaser and the direct or indirect subsidiaries of each, on the other hand, shall not be considered “Affiliates,” (b) with respect to Purchaser, “Affiliates” shall be limited to Clearway Energy Inc. and its subsidiaries, and (c) with respect to Seller, “Affiliates” shall be limited to Clearway Energy Group LLC and its subsidiaries.