Examples of Estimated Shortfall in a sentence
If the net investment shown on the Estimated Balance Sheet is less than $155 million (the difference between the net investment and $155 million is hereinafter referred to as the "Estimated Shortfall"), then the Closing Cash Payment shall be reduced on a dollar-for-dollar basis by the amount of the Estimated Shortfall (such reduction being referred to as the "Estimated Balance Sheet Adjustment").
Within thirty (30) days following the Final Shortfall Reduction Date, the Seller shall pay to the Purchaser the amount by which the Estimated Shortfall Reduction is less than the Revenue Shortfall Reduction as finally determined.
If the Estimated Net Working Capital minus the Estimated Indebtedness Amount is less than the Target (such deficiency stated as a positive number, the “Estimated Shortfall Amount”), then the Closing Merger Consideration shall be decreased by an amount equal to the Estimated Shortfall Amount and the Per Unit Closing Consideration shall be decreased by an amount equal to the Estimated Shortfall Amount divided by the Total Outstanding Company Units.
The Parties agree that the Estimated Shortfall shall be paid as follows: commencing with the rental payment due on December 1, 2006, and continuing each month thereafter until the Estimated Shortfall is paid in full, Nationwide shall include an additional $10,058 with such rent payment until the Estimated Shortfall is paid in full.
On the Closing Date, Buyer shall pay to SEACOR Environmental Services an amount equal to the Base Purchase Price, plus the Estimated Excess Amount, if any, or minus the Estimated Shortfall Amount, if any, minus the amounts contemplated by Section 1.3(c)(xv), if any (the Base Purchase Price, plus or minus such amounts, as applicable, is referred to as the “Closing Payment”).
The Company hereby acknowledges that such Net Working Capital Amount of the Company shall be used to, among other things, determine if there is an Estimated Surplus or Estimated Shortfall that would result in an adjustment to the Aggregate Total Consideration as set forth in the definition of Aggregate Total Consideration in Section 1.6(a)(ii) above.
On or before the fifth Business Day after the date hereof, Seller will provide Purchaser a statement (the “Estimate Statement”) with Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”), calculated as (i) the sum of (A) the Advances Amount as of the last day of the second calendar month prior to the Closing Date (the “Tape Date”), (B) the Servicing Fee Amount as of the Tape Date and (C) [*], minus (ii) the Estimated Shortfall.
If the Estimated Working Capital is less than One Million Nine Hundred Thousand Dollars ($1,900,000) (the "Working Capital Target"), then the Class A/B Merger Consideration shall be reduced by the amount of such shortfall (the amount of such shortfall, the "Estimated Shortfall").
The Parties agree that the Estimated Shortfall shall be paid as follows: commencing with the rental payment due on December 1, 2006, and continuing each month thereafter until the Estimated Shortfall is paid in full, Nationwide shall include an additional $17,500 with such rent payment.
Within thirty (30) days following the Final Shortfall Reduction Date, the Purchaser shall pay to the Seller the amount by which the Estimated Shortfall Reduction is greater than the Revenue Shortfall Reduction as finally determined (for the avoidance of doubt, the Revenue Shortfall Reduction as finally determined shall be 0 if the 90% “threshold” described in Section 2.1(a)(iii) above is reached).