WC Escrow Amount definition
Examples of WC Escrow Amount in a sentence
Each Seller’s pro rata portion (based upon such Seller’s Ownership Percentage) of the Indemnity Escrow Amount, WC Escrow Amount and Representative Retention Amount shall be treated as having been received by such Seller for all purposes of this Agreement.
At the Closing, Parent will deposit the Escrow Amount and the WC Escrow Amount with the Escrow Agent, without any act of the Company Securityholders, such deposit of the Escrow Amount and the WC Escrow Amount to constitute an escrow fund to be governed by the terms set forth in the Escrow Agreement.
The WC Escrow Amount shall not be deemed part of the Escrow Fund and except as provided in Section 2.16(e), shall not be available to satisfy any indemnification or other obligations to Parent hereunder.
The WC Escrow Amount will be held by the Escrow Agent in accordance with the terms and conditions set forth in the Escrow Agreement.
Any fees payable by Seller pursuant to this provision shall be recouped from the WC Escrow Amount held by the Escrow Agent.
The Per Share WC Escrow Amount, if any, payable pursuant to Section 2.1 above shall be paid following the release from escrow of the Working Capital Escrow Amount (or remaining portion thereof) in accordance with the terms of the Escrow Agreement.
To secure a portion of the working capital obligations of the Equityholders set forth in Section 2.6 hereof, at the Closing, (a) Parent, the Stockholders’ Representative and the Escrow Agent will execute the Escrow Agreement, and (b) Parent will cause to be deposited with the Escrow Agent the WC Escrow Amount.
For purposes of determining the reduction in the amount of Cash Merger Consideration payable to each Company Equityholder pursuant to Section 2.7, Parent will be deemed to have contributed on behalf of each Company Equityholder, his, her or its pro rata share of the WC Escrow Amount (as set forth in the Closing Date Allocation Schedule) for retention by the Escrow Agent.