SE SESH Clause Samples

SE SESH. At each Closing: (1) If the Target Third Party Indebtedness Balance in respect of Southeast Supply Header, LLC minus the aggregate Third Party Indebtedness Balance of such Company as of such Closing Date is a positive number: the SE SESH First Closing Consideration, the SE SESH Second Closing Consideration, or the SE SESH Third Closing Consideration (as applicable) shall be increased by a number of Common Units equal to (x) an amount equal to such positive number divided by (y) the Base Unit Price (such number of Common Units rounded upward, if such calculation does not result in a whole number of Common Units). (2) If the Target Third Party Indebtedness Balance in respect of Southeast Supply Header, LLC minus the aggregate Third Party Indebtedness Balance of such Company as of such Closing Date is a negative number: the SE SESH First Closing Consideration, the SE SESH Second Closing Consideration, or the SE SESH Third Closing Consideration (as applicable) shall be decreased by a number of Common Units equal to (x) an amount equal to the aggregate Third Party Indebtedness Balance of Southeast Supply Header, LLC as of the relevant Closing Date minus the Target Third Party Indebtedness Balance of Southeast Supply Header, LLC divided by (y) the Base Unit Price (such number of Common Units rounded upward, if such calculation does not result in a whole number of Common Units).
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