Net Working Capital Difference definition

Net Working Capital Difference means (i) if the Net Working Capital is less than the Target Working Capital, the negative difference between the Net Working Capital and the Target Working Capital, (ii) if the Net Working Capital is equal to the Target Working Capital, zero; and (iii) if the Net Working Capital is more than the Target Working Capital, the positive difference between the Net Working Capital and the Target Working Capital.

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Net Working Capital Difference has the meaning given to it in Section 2.2(b).

Net Working Capital Difference means the amount (which may be negative, positive or zero) equal to (1) Net Working Capital as of the Purchase Price Measurement Time, minus (2) Target Net Working Capital.

Examples of Net Working Capital Difference in a sentence

As such, to the extent the Target Group has any Net Working Capital Difference and Net Debt Difference as of the First Closing Date, there shall be an adjustment payment equal to the Post-Closing Adjustment Amount that is payable either from the Seller and Founder to the Buyer, or vice versa, in each case calculated pursuant to this Article 3.
If Buyer does not object to Sellers Determination within the time period and in the manner set forth in the first sentence of this Section 2.6(b) or if Buyer accepts Sellers Determination, the Net Working Capital Difference and the CapEx Difference, as applicable, as set forth in Sellers Determination shall become final and binding upon the Parties for all purposes hereunder.
The Purchase Price to be paid by the Buyer for the Acquired Assets shall be (a) $5,000,000 less the Net Working Capital Difference, if any, in cash (the “Cash Consideration”), and (b) 5,375,000 shares (the “Shares”) of Buyer Common Stock.
If Net Working Capital is a deficit amount, and such deficit amount is less than $150,000, or if Net Working Capital is zero or a positive amount, then the Net Working Capital Difference shall be expressed as a negative number.
The Estimated Adjustment Amount Statement shall (i) with respect to the Estimated Net Cash calculation and the Estimated Net Working Capital Difference calculation, be prepared in accordance with IFRS applied on a basis consistent with the preparation of the Financial Statements and in substantially the same form as the reference statement set forth in Schedule 2.6 of the Disclosure Schedules and (ii) be certified by a director of the Company.
The Adjustment Amount Statement shall (i) with respect to the Net Cash calculation and the Net Working Capital Difference calculation, be prepared in accordance with IFRS applied on a basis consistent with the preparation of the Financial Statements and in substantially the same form as the reference statement set forth in Schedule 2.6 of the Disclosure Schedules and (ii) be certified by a financial officer of the Company.
To the extent the final Closing Net Working Capital (after adjustments) is below $105,000.00, the Seller shall remit to the Buyer the amount of the Net Working Capital Difference from the Cash Consideration.
The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving accounting disputes relative to the determination of Net Working Capital Difference.

More Definitions of Net Working Capital Difference

Net Working Capital Difference means the amount (which may be negative), if any, equal to (a) the aggregate amount of the Acquired Companies’ Net Working Capital, minus (b) Target Net Working Capital.

Net Working Capital Difference means the amount, if any, by which Closing Net Working Capital (as adjusted for Retained Liabilities and Excluded Assets) is less than $105,000.00,

Net Working Capital Difference has the meaning set out in Clause 3.1.1(d);

Net Working Capital Difference means an amount equal to: First Closing Net Working Capital minus RMB 645,243,000. “Non-Compete Period shall have the meaning set forth in Article 9.1(a). “Non-Target-Group Entity” shall mean any entity that is controlled by any Seller Shareholder but is not a Target Group Member. “Offshore Escrow Account” shall mean an escrow account denominated in RMB that is opened in the Buyer's name at The Hongkong and Shanghai Banking Corporation (Hongkong office) in accordance with the Offshore Escrow Agreement. “Offshore Escrow Agent” shall mean The Hongkong and Shanghai Banking Corporation (Hongkong office). “Offshore Escrow Agreement” shall mean the escrow agreement in the form agreed and set out in Part 1 of Exhibit N. “Onshore Escrow Account” shall mean a "designated RMB account for mergers and acquisitions transaction" opened in the Seller's name at HSBC Bank (China) Company Limited (Shanghai branch), which has been duly approved by the People's Bank of China and/or SAFE to: (a) receive the Offshore Escrow Agent's remittance of the First Tranche Payment, and (b) hold the Indemnity Escrow Amount in accordance with the Onshore Escrow Agreement. “Onshore Escrow Agent” shall mean HSBC Bank (China) Company Limited. “Onshore Escrow Agreement” shall mean the escrow agreement in the form agreed and set out in Part 2 of Exhibit N. “Owned Real Properties” shall have the meaning set forth in Article 8.2(b)(i). “Parties” and “Party” shall have the meaning set forth in the Preamble. “Permits” shall mean all permits, licenses, concessions, grants, franchises, registrations, variances, authorizations, consents, orders, certificates, inspections, certifications and/or approvals required by and/or otherwise made available by any Governmental Authority. “Personal Properties” shall have the meaning set forth in Article 8.2(c). “Personal Properties Audit List" shall have the meaning set forth in Article 4.4(b). “Post-Closing Adjustment Amount” shall mean an amount (positive or negative) equal to the sum of:

Net Working Capital Difference shall have the meaning set forth in Section 5.24(c).

Net Working Capital Difference means an amount equal to: First Closing Net Working Capital minus RMB 645,243,000.