Working Capital Escrow Deposit definition

Working Capital Escrow Deposit means $1.0 million held pursuant to the terms of the Escrow Agreement.
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Working Capital Escrow Deposit has the meaning specified in Section 2.10.
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Working Capital Escrow Deposit has the meaning given to such term in Section 1.9.
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Examples of Working Capital Escrow Deposit in a sentence

  • The Working Capital Escrow Deposit and the Indemnity Escrow Deposit shall be held and released in accordance with the terms of the Escrow Agreement.

  • 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.

  • 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.

  • In addition, at the Closing, Purchaser shall make the payments provided for pursuant to subclauses (ii) and (iii) of Section 2.3(b) hereof with respect to Funded Debt, Unpaid Transaction Expenses, Working Capital Escrow Deposit, and Indemnity Escrow Deposit.

  • Subject to payment of the fee of the Independent Accountants in accordance with subsection (iv) above, if the Post-Closing Adjustment is a positive number, the Buyer shall pay an aggregate amount equal to such positive Post-Closing Adjustment to the Sellers' Accounts in the Ownership Percentages, and the Seller Representative and Buyer shall direct the Escrow Agent to pay the entirety of the Working Capital Escrow Deposit to the Seller Representative on behalf of the Sellers.

  • The Merger Consideration is comprised of (i) the Closing Amount, as adjusted pursuant to the terms and conditions of Section 1.10, (ii) the Indemnity Escrow Deposit, (iii) the Working Capital Escrow Deposit and (iv) any Tax Benefit Payments with respect to the Tax Sharing Provisions (as defined below) set forth in Appendix C.

  • At the Closing, the Purchaser shall deliver or cause to be delivered to the Escrow Agent, by wire transfer of immediately available funds: (i) the Indemnity Escrow Deposit to the Indemnity Escrow Account; and (ii) the Net Working Capital Escrow Deposit to the Net Working Capital Escrow Account.

  • In addition, if the Closing Net Working Capital as determined pursuant to this Section 2.3 is greater than or equal to the Preliminary Net Working Capital, then Seller and Purchaser shall execute joint written instructions instructing the Escrow Agent to pay the Working Capital Escrow Deposit to Seller 45 days following the Closing Date (provided that such 45 day period shall be extended indefinitely until the resolution of all disputes regarding the calculation of Closing Net Working Capital).

  • The Working Capital Escrow Deposit shall be deposited into the working capital account under the Escrow Agreement solely to secure the payment of any Post-Closing Adjustment in favor of the Buyer and shall not be used for any other purposes.

  • On the Closing Date and immediately prior to the Closing, Parent shall deposit (i) Four Hundred Thousand Dollars ($400,000) of the Stockholder Consideration (the “Working Capital Escrow Deposit”) and (ii) Six Million Dollars ($6,000,000) of the Stockholder Consideration (the “Indemnity Escrow Deposit” and, together with the Working Capital Escrow Deposit, the “General Escrow Deposit”) into escrow pursuant to the terms of the Stockholder Escrow Agreement.


More Definitions of Working Capital Escrow Deposit

Working Capital Escrow Deposit has the meaning set forth in Section 1.2(d).
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Working Capital Escrow Deposit means the cash sum of $1,000,000 deposited with the Escrow Agent pursuant to Section 2.4(b)(i) and to be held and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement.
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Working Capital Escrow Deposit equals $1,000,000.
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Working Capital Escrow Deposit means $500,000.
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Related to Working Capital Escrow Deposit

  • Working Capital Escrow Amount means $1,000,000.

  • Working Capital Reserve means a cash reserve held in the Operating Account that is readily available to Manager during the Term to finance the services, repairs and maintenance described in Section 5.2 including Minor Capital Expenditures and Major Capital Expenditures, insurance premiums for the Property described in Section 9.1, and utilities for the Property, in such amounts as determined by the Owner in its sole discretion.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Working Capital Advance has the meaning specified in Section 2.01(c).

  • Working Capital Adjustment Amount means an amount equal to the difference between (i) the Working Capital of the Company as of the Closing Date and (ii) the Estimated Working Capital Amount. For the avoidance of doubt the Working Capital Adjustment Amount may be a negative number.

  • 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).

  • Working Capital Deficit means the amount by which the Working Capital is less than the Target Working Capital Amount.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

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

  • Working Capital Commitment means, with respect to any Working Capital Lender at any time, the amount set forth opposite such Lender's name on Schedule I hereto under the caption "Working Capital Commitment" or, if such Lender has entered into one or more Assignments and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) as such Lender's "Working Capital Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.05.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Final Closing Working Capital has the meaning set forth in Section 2.4(e).

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

  • 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.

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

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • Target Working Capital Amount means $162,000,000.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Working Capital Loan has the meaning provided in Section 2.04(a) (Working Capital Loan Availability).

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

  • Indemnity Escrow Amount means $3,000,000.

  • 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.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • 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.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.