Locked Box Period definition
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.
Each Seller undertakes to pay to the Buyer on demand an amount in cash equal to the amount of any Leakage received by such Seller or any member of such Seller’s Seller Group during the Locked Box Period.
Set forth in Section 3.4(f) of the Disclosure Schedule (the “Leakage Schedule”) are all current arrangements or agreements that have resulted in, or would reasonably be expected to result in, Leakage during the Locked Box Period, the amounts of such Leakage as of August 15, 2019 and expected amounts of such Leakage as of September 30, 2019.
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.
In the event of any Leakage during the Locked Box Period, the Seller shall, with effect from Closing, on demand by ▇▇▇▇ MidCo (a “Leakage Demand Notice”) pay to ▇▇▇▇ 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.