Net Worth Shortfall definition
Examples of Net Worth Shortfall in a sentence
In the event that Seller has engaged in any business or activities outside of the ordinary course of business during such period, then on the date that is not more than five (5) business days after the final determination of the Closing Date Balance Sheet, ITC and Huntington shall pay, by check or wire transfer, to the Purchaser an amount equal to the Closing Date Net Worth Shortfall, if any.
In the event a Net Worth Surplus is not paid to the Sellers on the Settlement Date (unless due to the fault of the Sellers), the Purchaser shall also pay to the Sellers interest on the amount of the Net Worth Surplus plus the amount of any Net Worth Shortfall deducted from the Purchase Price pursuant to SECTION 1.3(A) at a rate of ten percent (10%) per annum, which shall accrue from the Settlement Date to the date of actual payment.
If the Subsidiary Partnership at any time has a net worth that is less than $110,000,000.00 (the difference between the Subsidiary Partnership's net worth at that time and $110,000,000.00, the "Net Worth Shortfall"), the Transferee and the Operating Partnership shall assume, to the extent of the Net Worth Shortfall and for so long as the Net Worth Shortfall exists, all of the 5 indemnification obligations of the Subsidiary Partnership set forth in the Partnership Agreement.
On the other hand, if the Actual Adjusted Net Worth is less than the Target Adjusted Net Worth (said amount hereinafter referred to as the "Net Worth Shortfall"), then the Base Consideration Amount shall be reduced One and No/100 Dollar ($1.00) for every dollar of the Net Worth Shortfall.
The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final amount of the Net Worth Shortfall or the Net Worth Surplus, as applicable (the "SETTLEMENT AMOUNT CERTIFICATE").
On the ----------------------------------------------------------- date that is not more than five (5) business days after the final determination of the Closing Date Balance Sheet as provided in Section 1.5, Purchaser shall pay, by check or wire transfer, to the Shareholders an amount equal to the Closing Date Net Worth Shortfall, if any.
Since the date of this Agreement, there ----------------------- shall not have occurred a SGV Material Adverse Effect, or a Regulatory Ratings Decline, and as of the Closing there shall not exist a Deposit Shortfall or any Book Net Worth Shortfall.
Monthly Over Leverage Fee: $ (Tangible Net Worth Shortfall x 12% / 12) The Over Leverage Fee is payable monthly on the 15th day of the month following any month in which an Over Leverage Event occurs.
If the Target Date Balance Sheet shows a Net Worth Shortfall, the Cash Amount of the Purchase Price paid at Closing shall be reduced by the aggregate amount of such Net Worth Shortfall.
Any such Net Worth Shortfall shall be deemed an adjustment to the Purchase Price.