Examples of Closing Equity Value in a sentence
Sellers shall pay or reimburse Purchaser or the Acquired Company Entities for, as applicable, all Taxes related to a Pass-Through Tax Return imposed on the Acquired Company Entities in respect of any period through the Closing Date, and all income Taxes imposed on the Acquired Company Entities in respect of any period through the Closing Equity Value Date.
Assuming the fulfillment, at or prior to Closing, of each of the conditions set forth in Section 7.03, any of which may be waived in writing by Purchaser in its sole discretion, Purchaser will have as of the Closing Date, sufficient readily available funds with which to pay the Closing Equity Value and consummate the Transactions.
To the extent that the amount of the Escrow Fund is insufficient to pay to Buyer the excess of the Minimum Latin/Mexico Equity Value over the Closing Equity Value, Merisel shall pay to Buyer any shortfall within five business days after the determination of such amount, by wire transfer.
Each Seller agrees to promptly notify Purchaser in writing of the taking of any of the actions or the occurrence of any of the events set forth in clauses (a)-(g) of this Section 6.01 during the Lockbox Period (each of the foregoing items, a “Leakage Event”), including the Leakage Impact resulting from any such Leakage Event, immediately upon becoming aware of any such Leakage Event and to include the Leakage Impact resulting from such Leakage Event in the calculation of Closing Equity Value.
If the independent evaluation established a Closing Equity Value which is 110% or more of the value determined by Purchaser as set forth in the Closing Equity Certificate, Purchaser shall pay all costs incurred by Seller in connection with such independent evaluation.