Locked Box Period definition

Locked Box Period means the period from the Locked Box Date ending on Closing;

Locked Box Period has the meaning set forth in Section 2.7(b).

Locked Box Period means the period from (but excluding) the Locked-Box Date until (and including) the Closing Date (but immediately prior to Closing);

Examples of Locked Box Period in a sentence

• The Leakage Amount shall be deemed to be equal to (i) the amount of Leakage during or for the Locked Box Period, whether payable during or after the Locked Box Period, less (ii) the Leakage Tax Benefit Amount.

• Except as disclosed on Schedule 3.29, during the Locked Box Period: (a) no Company Shareholder nor any Affiliate of the Company (other than another Group Company) has benefited or will benefit from any Leakage; and (b) no arrangement or agreement has been made or entered into or will be made or entered into which will result in any Leakage.

• VE agrees that, in the event of any Leakage during or for the period from the Locked Box Date to (and including) the Closing (the “ Locked Box Period ”), the amount of such Leakage (the “ Leakage Amount ”) shall be deducted from the amount of cash to be included in the Closing Cash Consideration, pursuant to Section 2.2(a)(i) .

• In the event of any Leakage during the Locked Box Period, the Seller shall, with effect from Closing, on demand by XxxX MidCo (a “Leakage Demand Notice”) pay to XxxX MidCo by way of adjustment to the NGGH Consideration an amount in cash equal to the cash or cash equivalent value of such Leakage plus an amount equal to interest calculated by applying a rate of 5 per cent.

• Each Vendor agrees that during the Locked Box Period: (a) there has not been, and will not be, any Leakage, other than the Transaction Fees; and (b) no arrangement or agreement has been or will be made that will result in any Leakage, except for any arrangement or agreement giving rise to Transaction Fees.

More Definitions of Locked Box Period

Locked Box Period means the period from (and including) 1 April 2022 to (and including) the Completion Date.

Locked Box Period means the period from (but excluding) the Locked Box Date to (and including) the Completion Date.

Locked Box Period means the period starting at 00:01 hours (EET) on 1 January 2022 and ending upon the Closing.

Locked Box Period means the period from but excluding the Locked Box Date and ending on and including the Closing Date. “Long Stop Date” has the meaning ascribed thereto in Section 3.3.

Locked Box Period means a taxable period that includes but does not end on the Closing Date. The parties agree to use the following conventions for determining the amount of taxes attributable to the portion of the Locked-Box Period ending on the Closing Date: (i) in the case of Taxes such as real and personal ad valorem taxes and other similar Taxes that are imposed on a periodic basis, be deemed to be the amount of such Taxes for the entire Locked-Box Period multiplied by the fraction the numerator of which is the number of days in the portion of the Locked-Box Period ending on and including the Closing Date (at the end of such date), and the denominator of which is the number of days in the entire Locked-Box Period; (ii) in the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes), be deemed to be the amount of Taxes which would be payable if the relevant period ended on and including the Closing Date (at the end of such date) using a “closing of the books methodology;” and (iii) in the case of Taxes in the form of interest or penalties, such Taxes shall be treated as allocable to the portion of the Locked-Box Period to which the underlying Tax is allocated as determined in this paragraph, whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

Locked Box Period means from (and excluding) the Effective Time until Completion;

Locked Box Period means the period between 12.01 a.m. on the date following the Locked Box Date up to (and including) the Closing Date; “Long Stop Date” means 29 September 2023;