Examples of Locked Box Date in a sentence
Since the Locked Box Date, no counterparty to a Material Content Agreement or a Material Distribution Agreement has terminated or threatened in writing to terminate the business relationship as a whole with the Nordic Group.
In particular, no Claim may be made in respect of the warranty in paragraph 3 (Accounts) of Schedule 2 (Seller’s Warranties) where any post Completion adjustment has been made under Clause 10 to compensate the Purchaser in respect of a material misstatement of the assets or liabilities of the Group at the Locked Box Date or vice versa.
Subject to Completion, the Seller warrants to the Purchaser that there has been no Leakage between the Locked Box Date and the date of this Agreement and undertakes to the Purchaser that there will be no Leakage between the date of this Agreement and the Completion Date (in each case other than the Notified Leakage Amount), provided that the Seller shall have no liability to the Purchaser under this Clause 8 if Completion does not occur.
The consideration will be subject to customary adjustment for any leakage (excluding permitted leakage) from the Target Group to the Continuing Group after the Locked Box Date.
A ticking fee reflecting profit foregone by the Continuing Group since the Locked Box Date to the date of completion is to be applied to the Total Headline Base Consideration at a rate of 4.8 per cent.