Estimated Deficiency definition
Examples of Estimated Deficiency in a sentence
In the event that the Actual Deficiency Balance is greater than the Estimated Deficiency Balance, the promissory note shall be amended upward by the excess of the Actual Deficiency Balance over the Estimated Deficiency Balance.
For purposes of this Article 2, any Estimated Deficiency or Actual Deficiency (as defined below) shall be expressed as a positive number.
If the Estimated Deficiency exceeds the Cash Consideration, then VerticalNet shall pay Converge an amount equal to such excess in immediately available funds on the Closing Date (the "DEFICIENCY PAYMENT").
The amount equal to (A) the Gross Closing Consideration, less (B) the aggregate amount of Company Transaction Expenses paid pursuant to subsection (c)(i) above, less (C) the Estimated Deficiency Amount, if any, less (D) the Verizon Warrant Cancellation Payment, shall be referred to herein as the “Closing Equityholder Consideration”.
As used herein, the "Section 2.5(b)(i) Adjustment" means (A) if there was no Estimated Deficiency, the sum of the Actual Deficiency and any Estimated Surplus or (B) if there was an Estimated Deficiency and the Actual Deficiency exceeds such Estimated Deficiency, the amount of such excess.
If the Estimated Net Working Capital is less than Zero Dollars ($0), the Purchase Price shall be decreased on a dollar for dollar basis by the amount of such deficiency (the "Estimated Deficiency").
In the event that the Actual Deficiency Balance is less than the Estimated Deficiency Balance, the promissory note shall be amended downward by the excess of the Estimated Deficiency Balance over the Actual Deficiency Balance.
The Estimated Deficiency Amount shall reduce the amount of Closing Equityholder Consideration in accordance with Section 2.01(c)(v) below.
As used herein, the "Section 2.5(b)(iii) Adjustment" means (A) if there was no Estimated Surplus, the sum of the Actual Surplus and any Estimated Deficiency or (B) if there was an Estimated Surplus and the Actual Surplus exceeds such Estimated Surplus, the amount of such excess.