Working Capital Escrow Deposit definition

Working Capital Escrow Deposit has the meaning given to such term in Section 1.3.
Sample 1
Working Capital Escrow Deposit means $1.0 million held pursuant to the terms of the Escrow Agreement.
Sample 1Sample 2
Working Capital Escrow Deposit has the meaning set forth in Section 2.03(a).
Sample 1

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.

  • 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.

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  • The Buyer shall deposit Five Hundred Thousand Dollars ($500,000) (the “Working Capital Escrow Deposit”), plus Two Million Seven Hundred and Eighteen Thousand Seven Hundred and Fifty Dollars ($2,718,750) (the “Indemnity Escrow Deposit” and together with the Working Capital Escrow Deposit, the “Escrow Deposit”), on the Closing Date into separate sub-divided escrow accounts pursuant to the terms of the Escrow Agreement.

  • 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 until determination of the Final Purchase Price and release pursuant to Section 1.2(e).

  • 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.

  • At the Closing, pursuant to and in accordance with Section 1.8(c)(ii), the Purchaser will deposit the Net Working Capital Escrow Deposit into an escrow account (the “Net Working Capital Escrow Account”) established by the Purchaser and the Company with the Escrow Agent pursuant to the Escrow Agreement.

  • The Escrow Agent shall acknowledge the receipt of the Working Capital Escrow Deposit in writing to both Parent and the Former Company Stockholders’ Agent promptly upon receipt of the Working Capital Escrow Deposit.


More Definitions of Working Capital Escrow Deposit

Working Capital Escrow Deposit has the meaning specified in Section 2.10.
Sample 1
Working Capital Escrow Deposit equals $1,000,000.
Sample 1
Working Capital Escrow Deposit means $500,000.
Sample 1
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.
Sample 1

Related to Working Capital Escrow Deposit

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

  • 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(a).

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

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

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

  • 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 2.5(d).

  • 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 $75,000,000.

  • 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 2.6(a).

  • Working Capital Loan has the meaning specified in Section 2.1(c).

  • 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 by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.