Final Net Working Capital Shortfall definition

Final Net Working Capital Shortfall means the amount, if any, expressed as a negative number, by which the Final Net Working Capital is less than the Closing Net Working Capital Target; provided, however, that (i) if the Final Net Working Capital Shortfall is less than or equal to ($1,000,000), then for all purposes of this Agreement, the Final Net Working Capital Shortfall shall be deemed to be zero and (ii) if the Final Net Working Capital Shortfall is greater than ($1,000,000) (i.e., a more negative number), then for all purposes of this Agreement, only the excess amount beyond ($1,000,000) will be counted as the Final Net Working Capital Shortfall.
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Final Net Working Capital Shortfall means the amount equal to the Closing Net Working Capital Shortfall, if any, as finally determined pursuant to Section 2.8(d).
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Final Net Working Capital Shortfall has the meaning set forth in Section 3.02(g)(ii) hereof.
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Examples of Final Net Working Capital Shortfall in a sentence

  • The Escrow Property will be held by the Escrow Agent until required to be released to the Company Indemnifying Stockholders (including the Holdback Employees) pursuant to Section 9.8 of the Merger Agreement, unless previously delivered to Yahoo! pursuant to Section 2.8 of the Merger Agreement (with respect to any Final Net Working Capital Shortfall) or Section 9.8 of the Merger Agreement (with respect to any Claims or Damages) (all included as part of the Escrow Provisions).

  • Accordingly, in the event that the Final Adjustment Statement reflects a Final Net Working Capital Shortfall, as soon as practicable following the Adjustment Resolution Date, an amount equal to the absolute magnitude of the Final Net Working Capital Shortfall (ignoring the fact that such amount is a negative number) shall be due to Parent severally and not jointly from the Company Indemnifying Stockholders in accordance with their Pro Rata Share.

  • For the avoidance of doubt, the amount of the Final Net Working Capital Shortfall that is assessed against the Escrow Amount pursuant to this Section 2.8(e) shall not be deemed to be a claim against the Basket, nor subject to the Basket.


More Definitions of Final Net Working Capital Shortfall

Final Net Working Capital Shortfall the Sellers shall pay to Buyer the amount of the Final Net Working Capital Shortfall (all or a portion of which shall be paid in accordance with the final sentence of this Section 3.02(g)). All such payments shall be made by the Party or Parties responsible for making such payment by wire transfer of immediately available funds to the account(s) designated in writing by the Party or Parties entitled to receive such payment. To the extent there is any Escrow Amount remaining at such time, the Parties shall jointly instruct the Escrow Agent to draw upon Buyer’s Escrow Letter of Credit and pay such proceeds from the Escrow Account, as applicable, any Final Net Working Capital Shortfall amount to Buyer (or in Buyer’s discretion in such instance to leave the Buyer’s Escrow Letter of Credit undrawn so that it may be closed or retired by Buyer), or any Final Net Working Capital Excess to an account designated by the Sellers.
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Final Net Working Capital Shortfall means, expressed as a negative number, if the Final Closing Net Working Capital is less than the Target Net Working Capital and less than the Estimated Net Working Capital, the amount by which the Target Net Working Capital exceeds the Final Closing Net Working Capital less any Estimated Net Working Capital Shortfall previously deducted from the Initial Merger Consideration.
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Final Net Working Capital Shortfall. 1.5(f) “Final PPA” 6.12(a) “Financial Statements” 2.4(a) “Fundamental Claims” 9.3(c) “Government Contract” 2.15(a)(xxvi) “ICT Infrastructure” 2.9(p)(i) “Indemnifiable Damages” 9.2(a) A-12 “Indemnified Person” 9.2(a) “Intellectual Property” 2.9(a)(xi) “Intellectual Property Rights” 2.9(a)(xii)
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Final Net Working Capital Shortfall. Amount” 1.8(f) “Financial Statements” 2.6 “Hazardous Material” 2.18 “Horizon UK” Preamble “Horizon US” Preamble “Lease” 1.2(c) “Licenses In” 2.11(a) “Licenses Out” 2.11(a) “maintain” 2.17(b)(iii) “Major Customers” 2.20 “Major Suppliers” 2.20
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Related to Final Net Working Capital Shortfall

  • Working Capital Shortfall has the meaning specified in Section 2.5(b).

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

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Finance Charge Shortfall shall have the meaning specified in Section 4.09.

  • Principal Shortfall For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Non-Vertically Retained Principal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.

  • Series Principal Shortfall means with respect to any Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating to the Controlled Accumulation Period, the Controlled Deposit Amount for such Transfer Date, and (ii) with respect to any Transfer Date during the Rapid Amortization Period, the Adjusted Investor Interest over (b) the Investor Principal Collections minus the Reallocated Principal Collections for such Transfer Date.

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

  • 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.

  • 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.

  • Net Working Capital Target means $0.00.

  • Target Net Working Capital means $0.

  • Daily Principal Shortfall means, on any date of determination, the excess of the Group One Monthly Principal Payment for the Monthly Period relating to such date over the month to date amount of Collections processed in respect of Principal Receivables for such Monthly Period allocable to investor certificates of all outstanding Series in Group One, not subject to reallocation, which are on deposit or to be deposited in the Principal Account on such date.

  • Principal Shortfalls shall have the meaning specified in Section 4.04.

  • Collateral Shortfall Amount is defined in Section 8.1.

  • Class B Note Principal Shortfall means, as of the close of any distribution date, the excess of: • the Class B Noteholders’ Principal Distribution Amount on that distribution date, over • the amount of principal actually distributed to the class B noteholders on that distribution date.

  • Target Overcollateralization Amount means, with respect to any Payment Date, 3.00% of the Adjusted Pool Balance as of the Cutoff Date. Notwithstanding the foregoing, the Target Overcollateralization Amount shall not exceed the Adjusted Pool Balance on such Payment Date.

  • Cumulative Series Principal Shortfall means the sum of the Series Principal Shortfalls (as such term is defined in each of the related Series Supplements) for each Series in Group One.

  • Class A Note Principal Shortfall means, as of the close of any distribution date, the excess of: • the Class A Noteholders’ Principal Distribution Amount on that distribution date, over • the amount of principal actually distributed or allocated to the class A noteholders or deposited into the accumulation account on that distribution date.

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).

  • Excess Overcollateralization Amount With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount for such Distribution Date.

  • Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).

  • Target Working Capital means $0.

  • 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.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Targeted Overcollateralization Amount means, for a Payment Date, an amount equal to: