Estimated Shortfall definition
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").
If the Final Closing Shortfall Amount is less than the Estimated Shortfall Amount, Buyer shall, or shall cause a Subsidiary of Buyer to, pay to Seller an amount equal to such deficiency by wire transfer of immediately available funds within three (3) Business Days after the date on which the Final Closing Shortfall Amount is finally determined.
To the extent the Final Shortfall Amount is less than the Estimated Shortfall Amount, then for each dollar that the Final Shortfall Amount is less than the Estimated Shortfall Amount, one dollar shall be paid to the Sellers by the Purchaser within 10 days following such determination, together with interest on the foregoing amount for the period from and including the Closing Date to, but excluding, the date of such payment at a rate per annum equal to the Federal Funds Rate.
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").
For the avoidance of doubt, if the difference between the Shortfall Amount as finally determined in accordance with this Section 2.04 and the Estimated Shortfall Amount is equal to $0.00, no payment shall be made by either Party pursuant to this Section 2.04(h).
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.
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.
To the extent the Final Shortfall Amount is greater than the Estimated Shortfall Amount, then for each dollar that the Final Shortfall Amount is greater than the Estimated Shortfall Amount, one dollar shall be paid to the Purchaser by the Sellers within 10 days following such determination, together with interest on the foregoing amount for the period from and including the Closing Date to, but excluding, the date of such payment at a rate per annum equal to the Federal Funds Rate.
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”).
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.