Final Net Working Capital Adjustment definition

Final Net Working Capital Adjustment means, as applicable: (a) the amount by which the Closing Date Net Working Capital is less than the Target Net Working Capital (expressed as a negative amount), (b) the amount by which the Closing Date Net Working Capital is greater than the Target Net Working Capital (expressed as a positive amount) or (c) if the Closing Date Net Working Capital is equal to the Target Net Working Capital, $0.

Final Net Working Capital Adjustment shall have the meaning set forth in Section 3.02(e).

Final Net Working Capital Adjustment means (i) $0 if Final Net Working Capital as determined in accordance with Section 2.07(c) is equal to or greater than that the Lower Working Capital Target and less than or equal to the Upper Working Capital Target, (ii) the amount by which Final Net Working Capital as determined in accordance with Section 2.07(c) is greater than the Upper Working Capital Target or (iii) the product of (x) the amount by which Final Net Working Capital as determined in accordance with Section 2.07(c) is less than the Lower Working Capital Target multiplied by (y) negative 1 (-1).

Examples of Final Net Working Capital Adjustment in a sentence

• The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “Final Purchase Price”).

• The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “ Final Purchase Price ”).

• The scope of disputes to be resolved by the Neutral Accountant shall be limited to each Disputed Item, and Buyer and Sellers’ Representative shall jointly instruct the Neutral Accountant to determine, on such basis, the extent, if any, to which the Final Net Working Capital Adjustment Amount set forth in the Final Balance Sheet Certificate requires adjustment.

• The Independent Auditor shall advise the parties of its decision relative to the controversy within sixty (60) days (or as soon as practicable) after its receipt of the applicable statements and other documents or information which it has requested and at such time the Final Net Working Capital Adjustment as determined by the Independent Accountant shall be deemed final.

• Overall oversight will be provided by the Project Steering Committee that will be reporting to a new NLGFC board.

More Definitions of Final Net Working Capital Adjustment

Final Net Working Capital Adjustment means either (A) the amount, if any, by which the Estimated Net Working Capital exceeds the Final Statement of Net Working Capital or (B) by the amount, if any, by which the Final Statement of Net Working Capital exceeds the Estimated Net Working Capital.

Final Net Working Capital Adjustment means the Final Net Working Capital less the Normalized Net Working Capital. The Final Net Working Capital Adjustment can be a positive amount or a negative amount;

Final Net Working Capital Adjustment means Final Net Working Capital less the Target Net Working Capital (which Final Net Working Capital Adjustment may be a negative number).

Final Net Working Capital Adjustment shall be the Net Working Capital Adjustment as finally determined pursuant to Section 2.7.

Final Net Working Capital Adjustment. “Final Indebtedness”, “Final Closing Cash” and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Merger Consideration” means, without duplication, (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Indemnity Escrow Amount. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Merger Consideration less (y) the Closing Merger Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Merger Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Final Net Working Capital Adjustment means (i) if the Final Net Working Capital is greater than or equal to the Target Net Working Capital Minimum and less than or equal to the Target Net Working Capital Maximum, $0, (ii) if the Final Net Working Capital is greater than the Target Net Working Capital Maximum, the amount by which the Final Net Working Capital is greater than the Target Net Working Capital Maximum, or (iii) if the Final Net Working Capital is less than the Target Net Working Capital Minimum, the amount by which the Final Net Working Capital is less than the Target Net Working Capital Minimum, in each case, if applicable; provided that any amount which is calculated pursuant to clause (ii) above shall be deemed to be a positive number and any amount which is calculated pursuant to clause (iii) above shall be deemed to be a negative number.

Final Net Working Capital Adjustment shall be equal to the difference between the Final Net Working Capital and the Estimated Net Working Capital (it being understood that the Final Working Capital Adjustment may be either a positive or a negative number).