Negative Difference definition
Examples of Negative Difference in a sentence
In the event that the aggregate costs actually chargeable to the Research Program during any year are less than the amount previously advanced to Vertex by CFFT and properly attributable to that year (a “Negative Difference”), in addition to reimbursing CFFT for the Negative Difference plus interest calculated at [***] if the Negative Difference is more than [***] then Vertex shall also pay the reasonable costs of the independent accountant employed by CFFT in the review.
If there is a Negative Difference in Energy, JCI will credit Customer JCI Performance Guarantee Account with an amount equal to the Negative Difference in Energy multiplied by the Refund Rate identified on Page 4 of this Agreement.
A transfer of such Consideration Shares shall constitute a mutual set-off of the Seller’s obligation to repay the amount of the Negative Difference against the Purchaser’s obligation to pay for the Consideration Shares.
In case of Negative Difference, each of the Sellers shall be responsible, on a several and not joint basis (except for the DDG Vehicles which shall be responsible on a joint basis), to pay to the Buyer the Relevant Percentage of the Negative Difference.
In the event that the aggregate costs actually chargeable to the Research Program during any year are less than the amount previously advanced to Vertex by CFFT and properly attributable to that year (a "Negative Difference"), in addition to reimbursing CFFT for the Negative Difference plus interest calculated at [***] if the Negative Difference is more than [***] then Vertex shall also pay the reasonable costs of the independent accountant employed by CFFT in the review.
If the Working Capital Balance is not repaid pursuant to the preceding sentence, then on the Anniversary Date, the balance in the Working Capital Account shall be adjusted in accordance with the Section 1.2(a)(iv) and, after such adjustment, shall (subject to any reduction on account of the Negative Difference) be paid ratably to the Shareholders within thirty (30) days of the Anniversary Date.
Notwithstanding the foregoing, up to $150,000 of the Escrow Cash shall be available to satisfy any Negative Difference payable by the Shareholders to Computone pursuant to Section 6.9 of the Merger Agreement.
If the Negative Difference is in excess of the amount of the escrow funds the Escrow Agent shall pay the entire amount of the escrow funds to the Purchaser together with any accrued interest and the Vendors shall pay the amount by which the Negative Difference exceeds the escrow funds.
If the Negative Difference is less than the amount of the escrow funds the Escrow Agent shall pay the Negative Difference to the Purchaser together with any accrued interest on such amount and shall pay the remaining portion of the escrow funds to the Vendors together with any accrued interest on such amount.
If the Negative Difference exceeds the total amount due the Shareholders under the next two paragraphs, the amount of such excess shall be deducted from the payments due under Sections 1.2(b) and (d) until paid.