Examples of Purchase Price Adjustment Holdback in a sentence
If the final Purchase Price Adjustment results in a decrease to the Purchase Price, but is more than the Purchase Price Adjustment Holdback, Seller shall remit to Buyer an amount equal to the difference between the amount of the final Purchase Price Adjustment and the amount of the Purchase Price Adjustment Holdback.
If the final Purchase Price Adjustment results in a decrease to the Purchase Price, but is less than the Purchase Price Adjustment Holdback, Buyer shall deposit the portion of the Purchase Price Adjustment Holdback which exceeds the final Purchase Price Adjustment with the Escrow Agent, to be held pursuant to the terms of the Escrow Agreement.
At the Effective Time, Parent shall hold an amount equal to the Purchase Price Adjustment Holdback, which shall constitute a holdback from the Closing Consideration used to satisfy amounts owed to Parent pursuant to this Section 4.1(c)(ii).
If the actual amount of cash and cash equivalents exceeds the actual amount of the Covered Liabilities (the amount of such excess, the "Cash Excess"), then Parent shall, within five (5) days of such determination, pay to each Shareholder his Prorata Share of the full amount of the Purchase Price Adjustment Holdback plus the full amount of the Cash Excess.
If a Negative Adjustment Amount exists once the Final Merger Consideration is finally determined pursuant to this Section 2.9, then Buyer and the Member Representative shall jointly instruct the Escrow Agent to pay to Buyer, out of the Purchase Price Adjustment Holdback Amount, an amount equal to the Negative Adjustment Amount, by wire transfer of immediately available funds into an account designated by Buyer.
Such payment shall be first made to Buyer by reducing the Purchase Price Adjustment Holdback Amount.
The Purchase Price Adjustment Holdback Amount, which amount may be adjusted as set forth in this Agreement, shall be paid to Seller within five (5) Business Days following the determination of all of Final Working Capital, Final Indebtedness and Final Transaction Expenses.
If there is a Payables Excess and such excess is greater than the amount of the Purchase Price Adjustment Holdback, then Parent shall be entitled to retain the full amount of the Purchase Price Adjustment Holdback and each Shareholder shall, within five (5) days of the determination of the Payables Excess, pay to Parent in cash such Shareholder's Prorata Share of the amount by which the Payables Excess exceeds the amount of the Purchase Price Adjustment Holdback.
If a Negative Adjustment Amount exists once the Final Merger Consideration is finally determined pursuant to this Section 2.11, then Buyer and the Shareholder Representative shall jointly instruct the Escrow Agent to pay to Buyer, out of the Purchase Price Adjustment Holdback Amount, an amount equal to the Negative Adjustment Amount, by wire transfer of immediately available funds into an account designated by Buyer.
Payment of the Positive Adjustment Amount, if any, and the remaining portion of the Indemnity Holdback Amount and Purchase Price Adjustment Holdback Amount, if any, shall be made by the Disbursing Agent as, if and when such amounts are released or paid to the Disbursing Agent pursuant to the terms of this Agreement and, in the case of the Indemnity Holdback Amount and the Purchase Price Adjustment Holdback Amount, the Escrow Agreement.