Examples of Working Capital Escrow Deposit in a sentence
The Purchaser shall withhold Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Working Capital Escrow Deposit”), plus Five Hundred Seventy-Five Thousand Dollars ($575,000) (the “Indemnity Escrow Deposit,” and together with the Working Capital Escrow Deposit, the “Escrow Deposit”), from the Purchase Price and deposit on the Closing Date such amounts into escrow pursuant to the terms of the Escrow Agreement.
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The Working Capital Escrow Deposit, along with any interest and other income thereon (collectively, the “Working Capital Escrow Funds”) shall act as security for the Seller’s obligation with respect to any downward adjustment of the Purchase Price pursuant to Section 1.2(e) and be held from the date on which the Closing shall occur untildetermination of the Final Purchase Price and release pursuant to Section 1.2(e).
For purposes of this Agreement, “Closing Payment” shall mean an aggregate amount of cash equal to (i) the Estimated Closing Purchase Price, (ii) minus the Indemnification Escrow Deposit, (iii) minus the Working Capital Escrow Deposit, (iv) minus the Closing Date Debt Amount, (v) minus the Preferred Stock Payment and (vi) minus the Option Payment.
The Working Capital Escrow Deposit shall be deposited into the Working Capital Account under the Escrow Agreement to secure the payment of any shortfall in the Closing Date Net Working Capital, and the Indemnity Escrow Deposit shall be deposited into the Indemnity Account under the Escrow Agreement to secure the payment of the Seller’s indemnity obligations pursuant to Article VIII.
At the Closing and as security for any adjustment necessary to the Closing Working Capital, Purchaser shall remit to the Working Capital Escrow Account to be held by the Escrow Agent pursuant to the Escrow Agreement, the Working Capital Escrow Deposit, to be ultimately disbursed in accordance with Section 3.7.
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At the Closing, the Purchaser shall pay to the Seller an amount equal to the estimated Purchase Price determined by the Seller in good faith (such estimated Purchase Price, without regard to the Working Capital Escrow Deposit described below, the “ Estimated Purchase Price”) less the amount of the Working Capital Escrow Deposit to be deposited into an escrow account as specified in Section 1.2(d).
If any such amount finally determined to be owed by the Seller to the Purchaser pursuant to this Section 2.3(a) is not timely paid in accordance with this Section 2.3, then any amount, other than amounts payable from the Working Capital Escrow Deposit, shall bear interest at the rate of eight percent (8%) per annum from the date such amount is due hereunder until paid in full.
In the event that the Closing Date Net Working Capital is finally determined pursuant to this Section 2.3 to be greater than the Target Net Working Capital, within three (3) Business Days after such final determination of the Closing Net Working Capital, the Seller and the Purchaser shall deliver joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to the Seller the full amount of the Working Capital Escrow Deposit.