Closing Working Capital Excess definition

Closing Working Capital Excess means the amount by which the Closing Working Capital exceeds the Estimated Working Capital.
Sample 1Sample 2Sample 3
Closing Working Capital Excess means the amount by which the Closing Working Capital exceeds $14,098,000; provided, that, if the Closing Working Capital is within the Working Capital Collar, then the Closing Working Capital Excess for purposes of this Agreement shall be deemed to equal $0.
Sample 1Sample 2Sample 3
Closing Working Capital Excess means the amount, if any, by which Closing Working Capital exceeds the Closing Working Capital
Sample 1Sample 2

Examples of Closing Working Capital Excess in a sentence

  • The aggregate consideration payable for the Units (the “Merger Consideration”) is equal to: (a) Base Amount; plus (b) the Closing Cash; either (c) plus the Closing Working Capital Excess (if any) or minus the Closing Working Capital Shortfall (if any); minus (d) the Closing Indebtedness; minus (e) the Closing Transaction Expenses.

  • 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.

  • No later than sixty (60) days after the Closing Date, the Buyer shall deliver to the Sellers a reasonably detailed statement (the “ Post- Closing Statement”) setting forth the Buyer’s good faith calculation of the Closing Working Capital, as well as the resulting Closing Working Capital Excess (if any) or Closing Working Capital Shortfall (if any), as the case may be, together with copies of all work papers and other information and documentation reasonably required.

  • If Seller and Purchaser agree to any changes to any of Estimated Closing Indebtedness, Estimated Closing Cash, Estimated Company Transaction Expenses, Estimated Closing Working Capital Excess or Estimated Closing Working Capital Shortfall, as applicable, the Estimated Adjustment Amount as used in this Agreement shall be deemed to reflect such changes; provided that, to the extent any such amounts are unresolved as of the Closing, Seller’s determination of such estimates shall control.

  • The purchase price for the Shares shall be equal to, without duplication: (a) (i) $325,000,000, (ii) plus the Closing Working Capital Excess (if any), (iii) minus the Closing Working Capital Shortfall (if any), (iv) minus Closing Indebtedness, (v) minus Transaction Expenses (if any), (vi) plus Closing Cash (the amount calculated pursuant to this clause (a), the “Purchase Price”), and (b) the Contingent Payment (if any) payable pursuant to Section 2.7.


More Definitions of Closing Working Capital Excess

Closing Working Capital Excess means the amount, if any, by which the Closing Working Capital Amount (as finally determined in accordance with Section 1.4) exceeds zero.
Sample 1Sample 2
Closing Working Capital Excess means the amount, if any, by which Closing Working Capital (as finally determined in accordance with Section 1.04) exceeds the Target Working Capital.
Sample 1Sample 2
Closing Working Capital Excess means the amount, if any, by which the Closing Working Capital exceeds the Base Working Capital.
Sample 1Sample 2
Closing Working Capital Excess means the amount, if any, by which Closing Working Capital exceeds Target Closing Working Capital. “Closing Working Capital Shortfall” means the amount, if any, by which Closing Working Capital is less than Target Closing Working Capital. “COBRA” means Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Health Insurance Portability and Accountability
Sample 1
Closing Working Capital Excess is defined in Section 1.9(d)(i)(B).
Sample 1
Closing Working Capital Excess has the meaning set forth in Section 2.2(b)(ii)(A).
Sample 1
Closing Working Capital Excess shall exist when (and shall be equal to the amount by which) the Closing Net Working Capital exceeds the Target Net Working Capital. “Colones” means the lawful currency of Costa Rica. “Companies”, means jointly, Ultrachem, Global Chem, Chem Servicios, Ultrachem Guatemala and Ultrachem Costa Rica. “Companies Leased Real Property”, has the meaning set forth in Section 4.11 of this Agreement. “Competing Business”, has the meaning set forth in Section 4.19 (a) of this Agreement. “Competitive Business”, has the meaning set forth in Section 6.10(a) of this Agreement. “Confidentiality Agreement”, has the meaning set forth in Section 6.7 of this Agreement. “Contract”, means any legally binding contract, agreement, understanding, option, right to acquire, preferential purchase right, preemptive right, warrant, indenture, debenture, note, bond, loan, loan agreement, collective bargaining agreement, lease, mortgage, franchise, license, purchase order, bid, Exhibit 2.1
Sample 1