Final Target Working Capital means the Target Working Capital as finally determined pursuant to this Section 2.8 (whether by failure of SpinCo to deliver a Target Working Capital Notice of Objection, by agreement of Moon and SpinCo or by determination of the Unaffiliated Accounting Firm).
Final Target Working Capital means the final and binding Target Working Capital Ratio. Working capital is defined as current assets less current liabilities. The Working Capital Ratio is determined by dividing current assets by current liabilities. The final working capital amounts to be agreed upon within 60 days of closing based upon the opening balance sheet as of the Closing Date. For purposes of the working capital calculation, the $3 million value associated with the promissory note payable to CUI Global, shall be excluded from both the current assets ($3 million reduction) and the current liabilities ($3 million reduction) for the working capital ratio calculation. The intent of removing this $3 million from both sides of the formula is to not improperly gross up or down the working capital ratio calculation.
Final Target Working Capital means the amount of Target Working Capital as finally determined pursuant to Section 3.04.
Examples of Final Target Working Capital in a sentence
The difference between Final Target Working Capital and Target Working Capital will be treated up or down as an adjustment to the face amount of the Seller Notes described in Section 1.01(b)(iii) below.
By way of example, if the difference between Final Target Working Capital and Target Working Capital is a positive number the aggregate purchase price will increase; if the difference between Final Working Capital and Target Working Capital is a negative number the aggregate purchase price will decrease.
In total there are over five million square feet of distribution facilities in the Cedar Crossing Industrial Park.
The aggregate purchase price for the Purchased Equity is $67,000,000 plus or minus the difference between Target Working Capital (as defined herein) and the Final Target Working Capital (as defined herein) (the “Purchase Price”).
More Definitions of Final Target Working Capital
Final Target Working Capital means the Target Working Capital, as reflected in the Closing Certificate, prepared in accordance withSections 2.13(d) and 2.13(e). “Final Transferred DSSP Assets Book Value” has the meaning set forth in Section 2.13(e).
Final Target Working Capital means the dollar value equal to the difference between (a) the product of (i) 1.21 and (ii) the dollar value of Current Liabilities (excluding short-term Unearned Revenue) minus (b) the dollar value of Current Liabilities (excluding short-term Unearned Revenue), in each case as at the close of business on the Closing Date and as set forth on the Closing Date Statement, as finally determined pursuant to Section 2.7. Notwithstanding the foregoing, Current Liabilities shall exclude all accrued items related to Taxes (including deferred Tax items) other than Taxes that will be Assumed Taxes if included on the ICS Business Closing Date Balance Sheet.
Final Target Working Capital. Section 2.4(c)
Final Target Working Capital. “Final Working Capital,” “Final Cash,” “Final Indebtedness” and/or “Final Company Transaction Expenses” shall be the amounts agreed upon by them. If the parties fail to resolve their differences over the disputed items within such thirty (30) day period, then Purchaser and the Sellers’ Representative shall forthwith jointly request that the Chicago, Illinois office of Deloitte LLP (the “Accounting Arbitrator”) make a binding determination as to the disputed items in accordance with this Agreement.
Final Target Working Capital the Accounting Arbitrator’s final calculation of Actual Working Capital shall be deemed the “Final Working Capital,” the Accounting Arbitrator’s final calculation of Actual Cash shall be deemed the “Final Cash,” the Accounting Arbitrator’s final calculation of Actual Indebtedness shall be deemed the “Final Indebtedness” and/or the Accounting Arbitrator’s final calculation of Actual Company Transaction Expenses shall be deemed the “Final Company Transaction Expenses.” The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Sellers (on a several and not joint basis, on a pro rata basis, based on the percentages set forth across from each Seller’s name on the Schedule of Sellers attached hereto (“Seller Pro Rata Share”)), on the other, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (i.e., such fees and expenses shall be equitably apportioned based on the extent to which the Purchaser, on the one hand, and the Sellers, on the other hand, are determined by the Accounting Arbitrator to be the prevailing party in the resolution of the disputed matters).
Final Target Working Capital has the meaning given to it in Section 2.03(e).