Capital Adjustments definition

Capital Adjustments. For purposes of this Agreement, Book Value Per BVAR shall be adjusted as follows:
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Examples of Capital Adjustments in a sentence

  • If Buyer and Seller reach agreement in writing on such disputed items or amounts, the Preliminary Closing Statement as adjusted by the Agreed Working Capital Adjustments shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement.

  • Notwithstanding the foregoing and in addition to the provisions of Subsections 4.01(a) - (e), if at any time within one year following Closing either party discovers any items which should have been included in the Net Working Capital Adjustments but which were omitted therefrom, or any error in the computation of such adjustments, or any items not previously capable of determination, such items or error shall be properly adjusted as of Closing without interest thereon.

  • Buyer shall be entitled to set off against the Minimum Deferred Purchase Price Payments (i) any adjustments to the Purchase Price based on a post-Closing reconciliation agreed upon by Buyer and Seller (including the Working Capital Adjustments calculated in accordance with Section 3.4 above and 12.1.5 below), and (ii) any amounts that become payable to Buyer by Seller and by the Guarantors in accordance with Sections 15.2 and 15.3 below.

  • The Closing Statement shall be prepared, and the Closing Working Capital (including the ARMCo Receivables Amount) shall be computed in accordance with the Principles and Procedures as adjusted by the Working Capital Adjustments.

  • The Preliminary Closing Statement, after giving effect to any Agreed Working Capital Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement.

  • Subsequent to the Closing, the Purchase Price will be adjusted by any Post Closing Working Capital Adjustments made pursuant to Section 2.06 below.

  • Schedule 1.1(a) Building Addresses Schedule 1.1(c) Shut Down Costs Schedule 2.6(a) Holders of Funded Indebtedness Schedule 2.6(b) Working Capital Adjustments Schedule 3.2 Title to Shares Schedule 3.3 States of Qualification Schedule 3.4 Subsidiaries Schedule 3.5 Officers and Directors Schedule 3.6 Capital Stock; Title to Shares Schedule 3.7 Options, etc.

  • The aggregate purchase price payable for the Assets shall be Six Million Nine Hundred Thirty Eight Thousand Four Hundred Dollars ($6,938,400), as adjusted at the Closing by the amount of Net Working Capital Adjustments, and pursuant to Section 3.3(a) (the "Purchase Price"), and as further adjusted post-Closing pursuant to Section 3.3(b) (as so adjusted, the "Adjusted Purchase Price").

  • Within ninety (90) days after the Closing Date, Buyer will prepare and deliver to Seller a certificate (the “NWC Certificate”), signed by Buyer, certifying Buyer’s good faith determination of the actual Net Working Capital of the Company as of the Closing Date, and identifying any Net Working Capital Adjustments to the Purchase Price as a result of the actual Net Working Capital as of the Closing Date being greater than (or less than) Target Net Working Capital.

  • The accounting firm shall review the disputed items in the determination of Working Capital Adjustments and shall render a report to Parent and the Representative as to its resolution of such items and the resulting calculation of the Working Capital Adjustments.

Related to Capital Adjustments

  • Working Capital Adjustment has the meaning set forth in Section 2.15(b).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;