Final Consideration definition

Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

Final Consideration has the meaning given in Clause 3.1;

Final Consideration means the entire consideration proposed by the Successful Bidder in the course of the E-Auction, and required to be paid by the Successful Bidder on Consideration Payment Date to acquire the Corporate Debtor as a whole, on a going concern basis, in terms of sub-clause X of Clause 4.3 of this document.

Examples of Final Consideration in a sentence

• Venator Parent and Xxxxxxx Partner’s liability for indemnification of Losses under this Agreement arising out of or resulting from any failure or breach by Venator Parent or Venator Partner of any representation, warranty, covenant, obligation or undertaking made by Venator Parent or Venator Partner in this Agreement, other than in the case of actual fraud, shall be limited, in the aggregate, to an amount equal to the Final Consideration actually received by Xxxxxxx Partner.

• Any Earn-Out Payment made shall be treated as an adjustment to the Final Consideration by the parties for tax purposes, unless otherwise required by law.

• Kronos Parent and Xxxxxx Partner’s liability for indemnification of Losses under this Agreement arising out of or resulting from any failure or breach by Kronos Parent or Kronos Partner of any representation, warranty, covenant, obligation or undertaking made by Kronos Parent or Kronos Partner in this Agreement, other than in the case of actual fraud, shall be limited, in the aggregate, to an amount equal to the Final Consideration.

More Definitions of Final Consideration

Final Consideration means the sum of the Final Cash Consideration and the Assumed Liabilities (other than liabilities or obligations of the Acquired Companies).

Final Consideration means the Consideration, as the same becomes final and binding pursuant to Section 2.3.

Final Consideration has the meaning set forth in Section 3.2(d).

Final Consideration means the amount produced by the following formula: (i) the Enterprise Value; minus (ii) the Adjusted Closing Funded Indebtedness; plus (iii) the Adjusted Closing Net Working Capital; minus (iv) the Base Working Capital Value.

Final Consideration means an amount equal to the sum of (1) the Base Purchase Price, plus (2) the Final Business Cash, minus (3) the Final Business Indebtedness, plus (4) the Final Working Capital Adjustment Amount, minus (5) an amount equal to the aggregate amount payable pursuant to the Retention Bonuses.

Final Consideration means an amount equal to the Up-Front Payment adjusted as follows: if (a) the Final Closing Net Cash is greater than the Reference Amount, plus the amount of such excess, or (b) the Final Closing Net Cash is less than the Reference Amount, minus the amount of such shortfall.

Final Consideration has the meaning given in paragraph 1.1 of Part 1 of Schedule 8 (Completion Accounts);