Examples of Net Working Capital Holdback in a sentence
The parties acknowledge that a portion of the Escrow Fund may be used as a source of payment for that amount owing by Sellers to Buyer, if any, represented by the positive difference between the Estimated Purchase Price and the Purchase Price (the "Purchase Price Adjustment"), pursuant to Sections 1.3 and 1.4 of the Stock Purchase Agreement to the extent that the Purchase Price Adjustment exceeds the Net Working Capital Holdback.
The parties acknowledge that the Escrow Fund may be used as a source of payment for that amount owing by the Company to Buyer, if any, represented by the positive difference between the Estimated Purchase Price and the Purchase Price (the "Purchase Price Adjustment"), pursuant to Sections 1.3 and 1.4 of the Asset Purchase Agreement, to the extent that the Purchase Price Adjustment exceeds the Net Working Capital Holdback.
The amount paid by Parent to satisfy a Closing Shortfall will be deducted from the Net Working Capital Holdback, and if such holdback is insufficient to satisfy the Closing Shortfall, Parent will pay the difference.
The parties acknowledge that the Escrow Fund may be used as a source of payment for that amount owing by the Stockholders to Buyer, if any, represented by the positive difference between the Estimated Purchase Price and the Purchase Price (the "Purchase Price Adjustment"), pursuant to Sections 1.7 and 1.8 of the Merger Agreement, to the extent that the Purchase Price Adjustment exceeds the Net Working Capital Holdback.
A lower also reflects an higher welfare cost of taxation, so ESWG( , ) rises with more distortionary taxes.38 Figure 2 shows the sign of ESWG( , ) for given values of and .
If the Net Working Capital Holdback is insufficient to satisfy the Closing Overpayment, then Parent will keep the entire Net Working Capital Holdback and deduct from the Escrow Cash held in escrow an amount necessary to satisfy the Closing Overpayment.
If the Net Working Capital Holdback exceeds the Closing Shortfall Parent is required to pay, Parent will keep the unpaid portion of the holdback.
If the conclusive figure for Cash Consideration, less the Escrow Cash, is less than the Closing Cash Consideration paid at Closing, then Parent will deduct the difference (the “Closing Overpayment”) from the Net Working Capital Holdback and will keep the amount deducted.
On the Closing Date, Parent will holdback an amount equal to the Net Working Capital Holdback and the Escrow Cash from the Cash Consideration, and the Closing Cash Consideration will be available to the Company’s stockholders.
On the Closing Date, the Buyer shall segregate (and, in the case of the Company Options, cause the Surviving Corporation to segregate) into a separate account monies in an amount equal to the Preliminary Purchase Price (less the amount of the Net Working Capital Holdback and the Shareholder Holdback), the Junior Preferred Share Amount and the Senior Preferred Share Amount and shall hold the same for the holders of the Company Shares and the Company Options under this Agreement.