Examples of Purchase Price Adjustment Holdback Amount in a sentence
The Purchase Price Adjustment Holdback Amount, which amount may be adjusted as set forth in this Agreement, shall be paid to Seller within five (5) Business Days following the determination of all of Final Working Capital, Final Indebtedness and Final Transaction Expenses.
To the Escrow Agent (to the Escrow Accounts), the Purchase Price Adjustment Holdback Amount, the General Indemnity Holdback Amount and the Other Matters Indemnity Holdback Amount.
At the Closing, Buyer shall withhold from the Estimated Closing Consideration the Purchase Price Adjustment Holdback Amount.
If a Negative Adjustment Amount exists once the Final Merger Consideration is finally determined pursuant to this Section 2.11, then Buyer and the Shareholder Representative shall jointly instruct the Escrow Agent to pay to Buyer, out of the Purchase Price Adjustment Holdback Amount, an amount equal to the Negative Adjustment Amount, by wire transfer of immediately available funds into an account designated by Buyer.
If the Final Closing Purchase Price shall exceed the Estimated Closing Purchase Price (such excess, the “ Underpayment Amount”), then Buyer shall pay or cause to be paid the amount that equals the (i) Purchase Price Adjustment Holdback Amount plus (ii) the Underpayment Amount in cash to the Disbursing Agent Designated Account, for the benefit of, and distribution to, the Company Stockholders and the Company Warrant Holders, in accordance with their respective Pro Rata Shares.