Working Capital Adjustment Escrow Amount definition

Working Capital Adjustment Escrow Amount means $750,000, which shall be deposited with the Escrow Agent and held for disbursement pursuant to the Escrow Agreement.
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Working Capital Adjustment Escrow Amount shall have the meaning set forth in Section 1.3(b)(iii).
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Working Capital Adjustment Escrow Amount means $1,000,000 plus the amount of any Working Capital Overage or Working Capital Underage (which shall be treated as a positive amount).
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Examples of Working Capital Adjustment Escrow Amount in a sentence

  • In accordance with Article VII hereof, as promptly as practicable after the Effective Time, CS shall deposit (out of the Estimated Purchase Price) the Indemnity Escrow Amount and Net Working Capital Adjustment Escrow Amount into the applicable Escrow Fund, less the Carve-Out Escrow Amount, which the Company shall deposit into the applicable Escrow Fund in connection with the Closing.

  • To the extent any amount distributed by the Escrow Agent to Buyer pursuant to this Section 1.03(e) is less than the Working Capital Adjustment Escrow Amount, Buyer and the Seller promptly shall jointly instruct the Escrow Agent in writing to distribute an amount equal to the remaining balance of the Working Capital Escrow Fund to the Seller.

  • The Indemnity Escrow Amount shall be held solely for the purpose of providing a source of payment for any indemnification obligations due and payable by Sellers pursuant to Section 9.5 of the Purchase Agreement; provided, however, that to the extent the Working Capital Adjustment Escrow Amount is insufficient to satisfy any obligations of Sellers pursuant to Section 3.3 of the Purchase Agreement, the Indemnity Escrow Amount may be used to satisfy any such deficiency.

  • For the avoidance of doubt, the General Indemnity Escrow Amount will be in addition to the Working Capital Adjustment Escrow Amount.

  • The Working Capital Adjustment Escrow Amount shall be held by the Escrow Agent solely for the purpose of providing a source of payment for any payment due and payable by Sellers to Purchaser pursuant to Section 3.3(g) of the Purchase Agreement, plus the amount of any unpaid fees owed by Sellers pursuant to Section 3.3(e) of the Purchase Agreement, and be released in accordance with Section 3.3(h) of the Purchase Agreement.

  • Each Indemnifying Party shall be deemed to have contributed his or her Escrow Pro Rata Portion of the Indemnity Escrow Amount and Net Working Capital Adjustment Escrow Amount to the Escrow Fund.

  • The Working Capital Adjustment Escrow Amount will be held in the Working Capital Adjustment Escrow Account until the final determination of the Final Merger Consideration and will be released in accordance with Section 1.14.

  • At the Closing, Purchaser shall pay the Closing Date Payment less (i) the Working Capital Adjustment Escrow Amount less (ii) the Indemnity Escrow Amount less (iii) the Indebtedness Payoff, by wire transfer of immediately available funds into the account(s) designated by Sellers.


More Definitions of Working Capital Adjustment Escrow Amount

Working Capital Adjustment Escrow Amount means an amount in cash equal to $500,000.
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Working Capital Adjustment Escrow Amount means an amount equal to $200,000.
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Working Capital Adjustment Escrow Amount means an amount equal to $1,000,000.
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Related to Working Capital Adjustment Escrow Amount

  • 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.

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

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

  • 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.

  • 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.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

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

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

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • 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 interest or other amounts earned thereon.

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

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

  • 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).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

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

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).