Examples of Capex Shortfall Amount in a sentence
Within 90 days following execution of this Agreement, but in no event later than the Closing, the parties hereto, acting reasonably, shall agree upon the allocation of (a) the Estimated Stock Sale Consideration, (b) any amount payable pursuant to Section 3.2(d) and (c) any cash paid (or deemed paid) to Parent in respect of a Capex Shortfall Amount pursuant to Section 2.10, as applicable, among the Purchased Companies for all purposes.
Within 90 days following execution of this Agreement, but in no event later than the Closing, the parties hereto, acting reasonably, shall agree upon the allocation of the Merger Consideration (including, for the avoidance of doubt, any amount payable pursuant to Section 2.9(d) and any Series A Escrow Shares released from escrow in respect of a Capex Shortfall Amount pursuant to Section 2.10, as applicable) between Westway Terminal and Westway Feed for all purposes.
Prior to the Closing, the parties hereto, acting reasonably, shall agree upon the allocation of the Merger Consideration (including, for the avoidance of doubt, any amount payable pursuant to Section 2.9(d) and any Series A Escrow Shares released from escrow in respect of a Capex Shortfall Amount pursuant to Section 2.10, as applicable) between Westway Terminal and Westway Feed for all purposes.
The Seller will procure that the Unaudited Financial Statements expressly set out the Capex Shortfall Amount, if any.
Prior to the Closing, the parties hereto, acting reasonably, shall agree upon the allocation of (a) the Estimated Stock Sale Consideration, (b) any amount payable pursuant to Section 3.2(d) and (c) any cash paid (or deemed paid) to Parent in respect of a Capex Shortfall Amount pursuant to Section 2.10, as applicable, among the Purchased Companies for all purposes.
In the event of a shortfall between the amount of capital expenditure for the fiscal year 2018 as set out in the Unaudited Financial Statements and EUR 45,000,000 (in words: forty five million euros), the Purchase Price shall be reduced by such shortfall amount (the Capex Shortfall Amount).