Excess Residual Value definition
Excess Residual Value means the amount equal to (a) the Purchase Price less (b) the sum of (i) the total amount of Company Debt outstanding as of the Balance Sheet Date, (ii) any fees and expenses owed with respect to Company Debt arising from a default or event of default thereunder between the Balance Sheet Date and the Closing Date, any default interest accrued between the Balance Sheet Date and the Closing Date, and any premiums or fees payable in connection with any amendment of Company Debt entered into between the Balance Sheet Date and the Closing Date, and any premiums or fees payable in connection with the repayment of Company Debt on the Closing Date (but only to the extent such premiums or fees exceed the premiums or fees that otherwise have been payable on the Balance Sheet Date), (iii) the Escrow Amount, (iv) the Transaction Expenses and Professional Expenses of the Company set forth on the Closing Transaction Expenses Certificate, and (v) the amount due under the Incentive Plan.
Examples of Excess Residual Value in a sentence
Notwithstanding the foregoing, (x) with respect to Losses arising from a breach of any Core Representation or Section 4.6 (Taxes), the Buyer Indemnitees shall be permitted to recover such Losses without regard to the Deductible (and Seller shall have first-dollar liability) and (y) with respect to Losses arising from a breach of any Core Representation, if such Losses exceed the Indemnity Cap, then Buyer shall be entitled to recover such Losses up to the Excess Residual Value.