Net Working Capital Adjustment definition

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.

Net Working Capital Adjustment means an amount (which may be a positive or negative number) equal to (a) Closing Net Working Capital minus (b) Target Net Working Capital.

Net Working Capital Adjustment means (i) the amount by which Net Working Capital exceeds $8,153,234 or (ii) the amount by which Net Working Capital is less than $8,153,234, in each case, if applicable; provided that any amount which is calculated pursuant to clause (ii) above shall be deemed to be a negative number.

Examples of Net Working Capital Adjustment in a sentence

• The cash portion of the Purchase Price (the “Cash Consideration”) shall be an amount equal to Sixty Seven Million Five Hundred Thousand Dollars ($67,500,000.00) plus or minus the Net Working Capital Adjustment Amount.

• The Net Working Capital Adjustment shall be determined by referring to the Audited Closing Financial Statements.

• If the Representative disagrees with any part of the Surviving Corporation’s calculation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash or Closing Transaction Expenses as set forth on the Post-Closing Adjustment Statement, the Representative shall, within forty-five (45) days after the Representative’s receipt of the Post-Closing Adjustment Statement, notify Parent in writing of such disagreement (an “Objection Notice”).

• For the avoidance of doubt, if the Net Working Capital is greater than negative $3,000,000 but less than zero, then no Net Working Capital Adjustment Amount shall be payable.

• The Accounting Firm’s determination of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, shall be based solely on written materials submitted by Parent and the Representative (i.e., not on independent review) and on the definitions set forth in this Agreement.

More Definitions of Net Working Capital Adjustment

Net Working Capital Adjustment shall have the meaning set forth in Section 1.2(a).

Net Working Capital Adjustment means the amount (which may be negative) equal to: (a) if the Net Working Capital is greater than the Upper Target Net Working Capital, an amount equal to the Net Working Capital minus the Upper Target Net Working Capital; (b) if the Net Working Capital is less than the Lower Target Net Working Capital, an amount equal to the Net Working Capital minus the Lower Target Net Working Capital; or (c) if the Net Working Capital is greater than the Lower Target Net Working Capital and less than the Upper Target Net Working Capital, an amount equal to $0.00.

Net Working Capital Adjustment shall have the meaning specified in Section 3.03(a).

Net Working Capital Adjustment means (i) the amount by which Net Working Capital exceeds the Net Working Capital Target, or (ii) the amount by which Net Working Capital is less than the Net Working Capital Target, in each case, if applicable; provided that any amount which is calculated pursuant to clause (ii) above shall be deemed to be a negative number.

Net Working Capital Adjustment means Net Working Capital minus $15,989,000, expressed as a positive number if positive, and as a negative number if negative.

Net Working Capital Adjustment means Net Working Capital less $21,800,000, expressed as a positive number if positive, and as a negative number if negative.

Net Working Capital Adjustment is the difference between the Closing Date Working Capital (as defined below) less the Target Working Capital. The calculation of Working Capital will not include notes payable and bank loans.