Closing Net Working Capital Adjustment Amount definition

Closing Net Working Capital Adjustment Amount means an amount, which may be positive or negative, equal to (i) Closing Net Working Capital minus (ii) Closing Net Working Capital Target.
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Closing Net Working Capital Adjustment Amount means, as applicable, (a) if Closing Net Working Capital exceeds the Net Working Capital Upper Target, the amount of such excess (expressed as a positive number); (b) if the Net Working Capital Lower Target exceeds Closing Net Working Capital, the amount of such excess (expressed as a negative number); or (c) if Closing Net Working Capital is less than or equal to the Net Working Capital Upper Target and greater than or equal to the Net Working Capital Lower Target, an amount equal to $0; provided that in no event will the Closing Net Working Capital Adjustment Amount exceed $15,000,000.
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Closing Net Working Capital Adjustment Amount means an amount, which may be positive or negative, equal to (a) Closing Net Working Capital minus (b) Target Net Working Capital.
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Examples of Closing Net Working Capital Adjustment Amount in a sentence

  • The date on which Closing Net Working Capital, Closing Indebtedness, Closing Cash, the Closing Net Working Capital Adjustment Amount, Unpaid Taxes, Transaction Expenses and the Closing Purchase Price are finally determined in accordance with this Section 1.07(a)(vi) is hereinafter referred to as the “ Determination Date.” (b) Payments of Adjustment Amount.

  • The Closing Balance Sheet, the Closing Net Working Capital, and the Final Closing Net Working Capital Adjustment Amount shall be prepared consistently with the Applicable Accounting Practices, including the accounting principles, methodologies, policies and procedures used in the example calculation of Target Net Working Capital set forth on Schedule 2.7.

  • Within 90 days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement setting forth its calculation of (i) Closing Net Working Capital, (ii) the Closing Net Working Capital Adjustment Amount, (iii) Closing Indebtedness, (iv) Closing Cash, (v) Unpaid Taxes, (vi) Transaction Expenses and (vii) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (vi) above, the “ Final Closing Statement”).

  • Within seventy-five (75) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Purchase Price Adjustment Statement”) setting forth Buyer’s good faith determination of each of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Seller Transaction Expenses, and (iv) the Closing Net Working Capital Adjustment Amount, in accordance with the definitions under this Agreement, together with reasonable documentation supporting such calculations.

  • Review the program listings that relate to the five PCRs selected previously to note identification of the coding changes.

  • The Cash Purchase Price to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value of the Estimated Closing Indebtedness.

  • The Closing Date Balance Sheet shall also include a good faith calculation, in reasonable detail, of the Closing Net Working Capital Adjustment Amount (the “Estimated Closing Net Working Capital Adjustment Amount”) and each of the components and subcomponents thereof.

  • In making such calculation, the Accounting Referee shall be bound by the terms of this Agreement, including the definitions of Purchase Price, Closing Cash, Closing Net Working Capital, Closing Net Working Capital Adjustment Amount and the terms of this Section 2.06, shall consider only the Disputed Matters and shall not assign a value to any Disputed Matter greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party.

  • The purchase price to be paid at the Initial Closing (the “Preliminary Purchase Price”) shall equal (i) seventy six million Dollars ($76,000,000), plus (ii) 57.14% multiplied by the Estimated Initial Closing Net Working Capital Adjustment Amount, less (iii) the Estimated Initial Closing Indebtedness plus (iv) 57.14% multiplied by the Estimated Initial Closing Cash, less (v) the Estimated Unpaid Nutra Transaction Expenses.

  • GGGI undertook a comprehensive sector assessment to identify opportunities to pave the way for scale-up of renewable energy.


More Definitions of Closing Net Working Capital Adjustment Amount

Closing Net Working Capital Adjustment Amount means an amount equal to (a) Closing Net Working Capital, minus (b) the Target Net Working Capital Amount, and expressed as a negative number if Closing Net Working Capital is less than the Target Net Working Capital Amount.
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Closing Net Working Capital Adjustment Amount means (a) if Closing Net Working Capital is (i) greater than or equal to $150,000,000 and (ii) less than or equal to $180,000,000, an amount equal to $0; (b) if Closing Net Working Capital exceeds $180,000,000, the amount of such excess (expressed as a positive number); and (c) if Closing Net Working Capital is less than $150,000,000, the amount such shortfall (expressed as a negative number).
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Closing Net Working Capital Adjustment Amount means an amount equal to (a) the Closing Net Working Capital minus (b) the Target Net Working Capital, which number, for the avoidance of doubt, may be positive or negative. Notwithstanding the foregoing, if the Closing Net Working Capital is less than $150,000 over or under the Target Net Working Capital, then for purposes hereof the Closing Net Working Capital Adjustment Amount shall equal $0.00. 2 Note to Sellers: To be provided. Annex A 2
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Closing Net Working Capital Adjustment Amount is defined in Section 2.3(b) of this Agreement.
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Closing Net Working Capital Adjustment Amount means an amount, whether positive or negative, equal to (i) Closing Net Working Capitalminus (ii) Target Net Working Capital.
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Closing Net Working Capital Adjustment Amount means the amount (if any) by which the Closing Net Working Capital is less or more than the Net Working Capital Collar (it being understood that if the Closing Net Working Capital is within the Net Working Capital Collar, the Closing Net Working Capital Adjustment Amount shall be $0). For the avoidance of doubt, if Closing Net Working Capital is less than the lowest number within the Net Working Capital Collar, the Closing Net Working Capital Adjustment Amount shall be expressed as a negative number, and if Closing Net Working Capital is greater than the greatest number within the Net Working Capital Collar, the Closing Net Working Capital Adjustment Amount shall be expressed as a positive number.
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Related to Closing Net Working Capital Adjustment 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.

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

  • Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Target Net Working Capital Amount means $5,000,000.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Target Working Capital Amount means Nineteen Million Dollars ($19,000,000).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Net Working Capital Target means $0.00.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).