Adjustment Holdback Amount definition
Examples of Adjustment Holdback Amount in a sentence
At the Closing, the Purchaser shall hold back and retain from the Estimated Purchase Price an aggregate amount equal to the Adjustment Holdback Amount, to be used as a source of funds for the satisfaction of any amounts owed to the Purchaser resulting from any adjustment to the amount of the Estimated Purchase Price pursuant to Section 2.8. The disposition of the Adjustment Holdback Amount will be determined as set forth in Section 2.8(e).
In the event the Adjustment Holdback Amount exceeds the amount of the Purchaser Adjustment Amount, then the Purchaser shall pay, or cause to be paid, by wire transfer of immediately available funds to the Seller Representative (on behalf of and for further distribution to the Sellers in accordance with their respective Pro Rata Portions) the amount of such excess.
In the event the Adjustment Holdback Amount is insufficient to cover the Purchaser Adjustment Amount, then the Sellers (in accordance with their respective Pro Rata Portions) shall pay any such shortfall not covered by the remaining Adjustment Holdback Amount, by wire transfer of immediately available funds to an account or accounts designated in writing by the Purchaser prior to such payment date.
If the Estimated Purchase Price exceeds the Final Purchase Price (such excess amount, the “Purchaser Adjustment Amount”), then the Purchaser Adjustment Amount shall be paid first out of the Adjustment Holdback Amount and, if the Adjustment Holdback Amount is less than or equal to the Purchaser Adjustment Amount, then the Purchaser shall be entitled to the full amount of the Adjustment Holdback Amount.
For the avoidance of doubt, payment of the: (i) Seller Adjustment Amount, if any, in accordance with the wiring instructions provided by the Seller Representative, shall constitute full satisfaction of any obligation of the Purchaser to make such payment to the Sellers; and (ii) the Purchaser Adjustment Amount, if any, through a release of the Adjustment Holdback Amount shall constitute full satisfaction of any obligation of the Sellers to make such payment to the Purchaser.