Deficit Amount Sample Clauses
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Deficit Amount. The Class A Investor and the Class B Investors hereby severally agree to make an additional contribution to Newco in cash equal to such Investor’s Pro Rata Share of the Deficit Amount, if any, within five business days following receipt of a written demand by Newco; provided that no Investor shall be obligated under this provision to pay an amount in aggregate in excess of such Investor’s Pro Rata Share of $5,000,000. Newco shall make a written demand with respect to the Deficit Amount not less than 120 days nor more than 150 days after the date hereof. No additional Common Shares will be issued to the Investors.
Deficit Amount. In the event a Trigger Event occurs, the Company will immediately deposit with the Subscription Receipt Agent the Deficit Amount on the first Business Day following the Termination Date. The Company may use the Earned Interest to partially fund the Deficit Amount (to the extent of the amount of any such Earned Interest).
Deficit Amount. The defined term “Deficit Amount” is hereby deleted from the Agreement, together with any and all references thereto.
Deficit Amount. Section 2.4
Deficit Amount. The Deficit Amount referred to in Section 1.5(d) is hereby conclusively deemed for all purposes to be the sum of $1,000,000, inclusive of interest accruing through the fifth (5th) business day following execution and delivery by Sellers and Purchaser of this Fifth Amendment, and, accordingly, Parent will, within such five (5) Business Day period, pay to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, the sum of $1,000,000 in full satisfaction of any and all obligations of Sellers to pay the Deficit Amount and interest thereon. Each party acknowledges that the foregoing figure represents the settlement of a substantial dispute, and that neither Purchaser nor Sellers have agreed to the calculations of the other. Each party, having had the opportunity to review the calculations of the other with its accountants and legal counsel, has agreed on the settlement described above. Accordingly, notwithstanding any future discovery of the existence or amount of any fact, circumstance, condition, asset, obligation or liability (collectively, "New Information"), knowledge of which New Information would or could have affected either Sellers' or Purchaser's willingness to enter into this Fifth Amendment, there shall be no further adjustment of Closing Net Working Capital nor any liability on the part of the either Sellers or Purchaser on account of any such New Information. Without limitation of the foregoing, Sellers' indemnity obligations, whether pursuant to Paragraph 9.3 of the Agreement or otherwise, shall not extend to or be affected by any New Information which could or might have affected the calculation of Closing Net Working Capital, nor shall any such New Information be included in the calculation of Sellers' Threshold Amount pursuant to Paragraph 9.3(b) of the Agreement. Sellers and Purchaser waive to the full extent permitted by law any provision of any applicable law which would otherwise afford either of them the ability to assert any liability on the part of the other by reason of any such New Information.