Net Working Capital Escrow Account definition

Net Working Capital Escrow Account means the account that is established with the Escrow Agent and governed by the Escrow Agreement into which the Net Working Capital Escrow Amount is to be paid by the Buyer at the Closing.
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Net Working Capital Escrow Account has the meaning set forth in Section 1.01(b)(i)(C).
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Net Working Capital Escrow Account means certain of the accounts referred to in the Escrow Agreement.
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Examples of Net Working Capital Escrow Account in a sentence

  • On the Closing Date, each of Buyer and Seller shall deposit the applicable Net Working Capital Adjustment Amount into the Net Working Capital Escrow Account in order to provide a source for payment of Purchase Price adjustments determined pursuant to this Section 2.6.

  • Pursuant to Sections 1.02 (g) and (h) of the Purchase Agreement, following receipt of a Joint Written Direction indicating that an Underpayment or an Overpayment has been determined under the Purchase Agreement, the Escrow Agent shall, as promptly as practicable, disburse funds from the Net Working Capital Escrow Account as specified in the Joint Written Direction.

  • At the Closing, the Purchaser shall deliver or cause to be delivered to the Escrow Agent, by wire transfer of immediately available funds: (i) the Indemnity Escrow Deposit to the Indemnity Escrow Account; and (ii) the Net Working Capital Escrow Deposit to the Net Working Capital Escrow Account.

  • If after the payment of any such Negative Excess Amount there remains any portion of the Net Working Capital Escrow Account, then Astrana and UAC shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to release the remaining portion of the Net Working Capital Escrow Account to UAC for further distribution to the other Sellers (if applicable).

  • Any amount due to the Buyer or to the Seller, as the case may be, pursuant to an adjustment relating to Net Working Capital as described in Sections 2.6(b) or 2.6(c), below, shall be paid, to the extent of funds available therefor, by the Escrow Agent out of the Net Working Capital Escrow Account, pursuant to the terms of the Escrow Agreement.

  • As soon as reasonably practicable after the end of the Net Working Capital Escrow Period, the Escrow Agent shall release to the Company any Net Working Capital Escrow Funds remaining in the Net Working Capital Escrow Account after release of any Net Working Capital Escrow Funds required to be released to the Purchaser in connection with a Downward Net Working Capital Adjustment pursuant to Section 1.10(d), to the extent applicable.

  • The Escrow Agreement shall provide that the Net Working Capital Escrow Account shall be used only in connection with any amount payable to the Purchaser pursuant to Section 1.8(e)(i), that the Indemnity Escrow Account and the Special Escrow Account shall be used to satisfy valid claims for Losses made by the Purchaser pursuant and subject to ARTICLE VIII hereof.


More Definitions of Net Working Capital Escrow Account

Net Working Capital Escrow Account is defined in Section 1.6(a) of this Agreement. “Net Working Capital June” means the amount by which (i) Current Assets exceeds (ii) Current Liabilities, in each case, determined as of the close of business on June 29, 2014. “Net Working Capital May” means the amount by which (i) Current Assets exceeds (ii) Current Liabilities, in each case, determined as of the close of business on May 25, 2014. “Neutral Arbitrator” is defined in Section 1.8(c) of this Agreement. “Non-Disclosure and Confidentiality Agreement” is defined in Section 6.2 of this Agreement. “Objection Notice” is defined in Section 1.8(b) of this Agreement. “Open Source Software” is defined in Section 3.9(g) of this Agreement. “Option Holder” is defined in Section 1.3(a) of this Agreement. “Order” is defined in Section 2.3(c) of this Agreement. “Ordinary Course of Business” means the ordinary and usual course of normal day-to- day operations of the Company and its Subsidiaries consistent with past practice. “OWM” means onsite workforce management. “Parties” is defined in the Preamble of this Agreement. “Permits” means all permits, licenses, franchises, approvals, authorizations, consents, registrations or certificates required to be obtained from Governmental Entities. “Permitted Liens” means (i) liens for Taxes not yet due and payable or that are being contested in good faith by appropriate procedures; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the Ordinary Course of Business;
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Net Working Capital Escrow Account is defined in Section 2.6.
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Related to Net Working Capital Escrow Account

  • Working Capital Escrow Amount means $2,000,000.

  • Working Capital Reserve means a cash reserve held in the Operating Account that is readily available to Manager during the Term to finance the services, repairs and maintenance described in Section 5.2 including Minor Capital Expenditures and Major Capital Expenditures, insurance premiums for the Property described in Section 9.1, and utilities for the Property, in such amounts as determined by the Owner in its sole discretion.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Target Working Capital means $0.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Working Capital Advance has the meaning specified in Section 2.01(a).

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

  • Net Working Capital Target means $0.00.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Working Capital Target means $0.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Target Working Capital Amount means $75,000,000.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Working Capital Loan has the meaning specified in Section 2.1(c).

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).