NWC Escrow Amount definition

NWC Escrow Amount means an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000).
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NWC Escrow Amount means $300,000 together with any interest, gains and other distributions on such amount, as reduced from time to time by the amount of monies distributed from the NWC Escrow Funds in accordance with this Agreement and the Escrow Agreement.
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NWC Escrow Amount has the meaning ascribed to such term in Section 2.4.
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Examples of NWC Escrow Amount in a sentence

  • Buyer shall have paid an amount equal to the sum of the NWC Escrow Amount and Indemnity Escrow Amount to the Escrow Agent, and Buyer shall have delivered or caused to be delivered to Seller and the Escrow Agent the Escrow Agreement, duly executed by Buyer.

  • If Final Net Working Capital is less than Estimated Net Working Capital, Buyer and Seller shall promptly authorize and direct (in writing) the Escrow Agent to (x) release to Buyer an amount equal to such shortfall (the “ NWC Shortfall Amount”) and (y) release any remaining balance of the NWC Escrow Amount to Seller; provided, that if the NWC Shortfall Amount exceeds the NWC Escrow Amount, Seller shall promptly pay Buyer an amount equal to the unpaid balance.

  • On the Closing Date, the Parent agrees to deposit with the Escrow Agent: (a) the sum of $250,000 (the “Expenses Escrow Amount”) in immediately available funds, (b) the sum of $250,000 (the “NWC Escrow Amount”) in immediately available funds, and (c) the sum of $2,500,000 (the “Indemnity Escrow Amount” and together with the Expenses Escrow Amount and the NWC Escrow Amount, the “Escrow Deposits”) in immediatey available funds.

  • If the amount of the Estimated Cash Consideration exceeds the amount of the Final Cash Consideration, Sellers shall pay to Buyer (or satisfy from release to Buyer of the NWC Escrow Amount (and any remaining portion thereof to be released to Sellers), as applicable), in the manner and with interest as provided in Section 2.5(c)(ii), the amount of such excess, in proportion to their respective percentage interest in the Outstanding Units as set forth on Section 3.2(a) of the Seller Disclosure Schedule.

  • Of the $40,000,000 initially deposited to the Escrow Account, $30,000,000 (the "Indemnification Escrow Amount") shall be available to satisfy the payment and discharge of obligations, if any, of Seller under Section 1.06 and Section 9.02 and the remaining $10,000,000 (the "NWC Escrow Amount") shall be available to satisfy only the payment and discharge of obligations, if any, of Seller under Section 1.06.

  • In addition, Parent shall deposit with the Escrow Agent from time to timethe sum of up to $2,500,000 (the “Indemnity Escrow Amount” and together with the Expenses Escrow Amount and the NWC Escrow Amount, the “Escrow Deposits”) in immediately available funds in installments prior to the Escrow Termination Date (as defined below), payable upon those terms and subject to those conditions set forth in the Secured Promissory Note.

  • Subject to the conditions and limitations set forth in the Escrow Agreement, after the determination of the final Closing Statement and payment by Seller of amounts due to Buyer, if any, under Section 1.06, the remainder of the NWC Escrow Amount shall be paid to Seller in accordance with the terms of the Escrow Agreement.

  • Clause (iv) of the preceding sentence is intended to ensure that the right of the Stockholders to the Indemnity Escrow Amount and NWC Escrow Amount and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder.

  • Section 1.6(b)(ii) of the Agreement is hereby amended to read, in its entirety, as follows: “At the Closing, Parent shall pay (i) an amount equal to the NWC Escrow Amount to an account designated by the Escrow Agent and (ii) an amount equal to the Expenses Escrow Amount to a different account designated by the Escrow Agent.


More Definitions of NWC Escrow Amount

NWC Escrow Amount means [*****], funded in the form of both cash and Parent Shares (with such allocation between cash and Parent Shares subject to mutual agreement of Parent and Representative).
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NWC Escrow Amount means an amount in cash equal to $250,000, which amount is withheld ratably from the Stockholders until released pursuant to the terms of the Escrow Agreement.
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NWC Escrow Amount means an amount equal to One Hundred Thousand Dollars ($100,000.00).
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NWC Escrow Amount means an amount equal to One Hundred Thousand Dollars ($100,000.00). “NWC Excess Amount” is defined in Section 3.3(d)(ii)(B).
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NWC Escrow Amount means Five Hundred Thousand Dollars ($500,000).
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NWC Escrow Amount has the meaning set forth in Section 2.10(c)(i).
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Related to NWC Escrow Amount

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Indemnity Escrow Amount means $5,000,000.

  • Escrow Cash is defined in Section 4.1(a).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Adjustment Escrow Amount means $1,000,000.

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Working Capital Escrow Amount means $500,000.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).