Examples of Final Closing Cash Purchase Price in a sentence
Any adjusted Tax Gross-Up Amount shall be determined and paid as part of the Final Closing Cash Purchase Price in accordance with Section 1.04.
If the Final Closing Cash Purchase Price is less than the Closing Cash Purchase Price, promptly after the date the Final Closing Cash Purchase Price is finally determined pursuant to Section 2.2 (but in any event within three Business Days thereafter), the Seller will pay from the Seller Reserve Fund to the Purchaser by wire transfer of immediately available funds an amount equal to such shortfall.
To avoid duplication, a Buyer Indemnitee shall not be entitled to recover an indemnification payment under Section 8.02 for a Loss to the extent such Loss has already been included in the calculation of the Final Closing Cash Purchase Price.
The Seller Reserve Fund will be retained by or on behalf of the Seller until such time as the Seller determines in its sole discretion, provided that the Seller Reserve Fund will, at a minimum, be retained until such time as the Final Closing Cash Purchase Price has been determined pursuant to Section 2.3. For U.S. federal income tax purposes, the Seller Reserve Fund will be treated as having been received and voluntarily set aside by the Seller at the time of Closing.
Buyer shall revise the Purchase Price Allocation Schedule to reflect (i) the Final Closing Cash Purchase Price and (ii) any post-Closing payment made pursuant to, or in connection with, this Agreement and notify Sellers’ Representative of such revision within 60 days after the Final Closing Cash Purchase Price is finally determined.
Notwithstanding anything herein to the contrary, none of the Buyer Indemnitees shall be entitled to (i) a duplicative recovery for the same Loss with respect to Taxes under Article XI and Article XII or (ii) a recovery for a Loss with respect to Taxes to the extent such Taxes were included in the calculation of the Estimated Closing Cash Purchase Price or the Final Closing Cash Purchase Price.
The aggregate consideration (to be delivered at the Closing in the manner described in Section 2.5(c) and adjusted as provided in Section 2.4 for the Purchased Equity, the Real Estate and the Equipment to be purchased by the Buyers hereunder shall be an aggregate amount equal to the Final Closing Cash Purchase Price.