Examples of Closing Working Capital Deficiency in a sentence
The Closing Working Capital Deficiency (if any) shall be payable by Seller to Buyer in cash at Closing and the Closing Working Capital Excess (if any) shall be payable by Buyer to Seller in cash at Closing.
The portion of the Purchase Price to be paid at the Initial Closing shall be calculated as follows: (A) Three Billion Four Hundred Fifty Million Dollars ($3,450,000,000), plus (B) an amount equal to the Estimated Closing Cash, plus or minus, as applicable, (C) the Estimated Closing Working Capital Surplus or the Estimated Closing Working Capital Deficiency, if any, payable in cash (the “Closing Purchase Price Payment”).
The aggregate purchase price for the Shares to be paid to the Seller hereunder at the Closing will be calculated as follows: (i) $670,000,000 in cash, plus (ii) the Estimated Closing Working Capital Surplus, if any, minus (iii) the Estimated Closing Working Capital Deficiency, if any (the “Closing Purchase Price”).
Time extensions for additional work will be granted only when the added work will delay the completion of the project.
From and after 12:01 A.M. Central time on the Closing Date through the Closing, no Acquired Company shall pay or otherwise remit or distribute any Cash to any Person (other than payments to unaffiliated third-party trade creditors in the ordinary course of business in respect of liabilities included in Closing Working Capital taken into account in calculating the Closing Working Capital Surplus or Closing Working Capital Deficiency, as applicable).
The aggregate purchase price for the Membership Interests shall be $270,000,000 (the “Base Purchase Price”), minus (i) the amount of Closing Indebtedness, minus (ii) the Company Transaction Costs, minus (iii) the Closing Working Capital Deficiency, if any, plus (iv) the Closing Working Capital Surplus, if any, plus (v) the amount of Closing Cash (the “Purchase Price”).
For the avoidance of doubt, only the categories and line items set forth on Exhibit C shall be taken into account in calculating the Closing Working Capital Surplus or Closing Working Capital Deficiency, notwithstanding that GAAP may require additional categories of current liabilities or current assets to be included in a GAAP presentation of Working Capital.