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.
The Closing Equity Value reflected on the Closing Equity Value Schedule as agreed to by Purchaser and Sellers’ Representative pursuant to this Section 2.03 shall be referred to as the “Estimated Closing Equity Value” and shall include the Estimated Tax Distribution Adjustment.
Concurrently with delivery of the Closing Equity Value Schedule, Sellers’ Representative shall also have delivered to Purchaser, in such detail as shall reasonably be acceptable to Purchaser, all information on which the calculations reflected in the Closing Equity Value Schedule are based.