Escrow Shortfall definition
Examples of Escrow Shortfall in a sentence
If within ten (10) Business Days after receipt of such written notice Parent has not delivered such Escrow Shortfall Amount to the Escrow Agent, then [***].
If the Closing Amount Excess exceeds the amount of the Escrow Funds (the amount of such deficiency, the “Escrow Shortfall”), Sellers shall pay to Buyer, within five (5) Business Days after the Adjusted Purchase Price is finally determined in accordance with Section 2.06, an amount equal to the Escrow Shortfall.
In no event shall the Buyer be required to fund any Escrow Shortfall with respect to any calendar year except from the Earn-Out payment, if any, payable by the Buyer to the Parent with respect to such calendar year pursuant to Section 2.8 of the Acquisition Agreement.
To the extent there are insufficient funds in the Escrow to reimburse Manager for all expenses relating to the Escrow (“Escrow Shortfall”), Assignor or Assignor’s successor-in-interest (other than Assignee or New Owner) shall, within fifteen (15) days of a written request from Manager, pay to Manager an amount equal to the Escrow Shortfall.
In the event the Earn-Out payment in such calendar year is greater than the Escrow Shortfall, the Buyer shall deliver to the Escrow Agent a portion of the Earn-Out payment equal to the amount of the Escrow Shortfall to be included in the Escrow Funds and the remaining portion of the Earn-Out payment shall be paid to the Parent in accordance with the terms of Section 2.8 of the Acquisition Agreement.
In the event the Earn-Out payment in such calendar year is less than the Escrow Shortfall, the Buyer shall deliver the entire Earn-Out payment, if any, to the Escrow Agent to be included in the Escrow Funds.
If the Working Capital Shortfall exceeds the amount remaining in the Adjustment Escrow (the positive amount of such difference, the “Working Capital Escrow Shortfall”), then Parent and Securityholders’ Agent shall instruct the Escrow Agent to release from the Indemnity Escrow an amount equal to such Working Capital Escrow Shortfall and pay such amount by delivery of immediately available funds to Parent.
Each Stockholder shall have the obligation to pay to ANSYS, as of the Initial Period Payment Date, such Stockholder's Pro Rata Portion of the Escrow Shortfall, if any, as follows: one-half in cash and one-half in shares of ANSYS Common Stock of such value, determined based upon the average of the daily closing prices of ANSYS Common Stock for the 20 consecutive trading days immediately preceding the Initial Period Payment Date.
The Preferred Consideration to be received at the Closing by each Preferred Holder in respect of each Preferred Share held by such Preferred Holder immediately prior to the Closing shall, pursuant to Section 1.6(c) and Section 2.2(c)(i), be reduced by such Preferred Holder’s Escrow Shortfall Pro Rata Portion of the Escrow Shortfall Amount (if any) in respect of such Preferred Holder’s Preferred Shares.
If the Closing Net Indebtedness Shortfall exceeds the amount remaining in the Adjustment Escrow (the positive amount of such difference, the “Net Indebtedness Escrow Shortfall”), then Parent and Securityholders’ Agent shall instruct the Escrow Agent to release from the Indemnity Escrow an amount equal to such Net Indebtedness Escrow Shortfall and pay such amount by delivery of immediately available funds to Parent.