NWC Adjustment definition

NWC Adjustment means a positive or negative amount equal to the Net Working Capital minus the Target Net Working Capital.

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NWC Adjustment means (i) the Net Working Capital as determined pursuant to Section 3.03, minus (ii) the Benchmark Net Working Capital. For the avoidance of doubt, the NWC Adjustment can be a negative number.

NWC Adjustment means (a) the amount by which Closing Net Working Capital is greater than the Target Net Working Capital or (b) the amount by which Closing Net Working Capital is less than the Target Net Working Capital; provided that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

Examples of NWC Adjustment in a sentence

On the terms and subject to the conditions of this Agreement, the aggregate consideration to be received by Seller shall be equal to (a) $825,000,000, plus (b) the NWC Adjustment, plus (c) the Closing Cash, minus (d) the Closing Indebtedness, minus (e) the Transaction Expenses, and minus (f) any portion of the Adjustment Escrow Amount and the Indemnity Escrow Amount not paid to Seller pursuant to Section 2.6 and Section 9.2, if any (collectively, the “Aggregate Consideration”).
If the NWC Adjustment Amount is negative, the Purchase Price will be decreased by the NWC Adjustment Amount.
Unless otherwise agreed by Buyer and Sellers, the purchase and sale of the Purchased Assets, and the assumption of Assumed Obligations, shall be deemed effective (including for purposes of determining the NWC Adjustment) as of the close of business on the Closing Date (the “Effective Time”).
All payments pursuant to this Section shall be made within five (5) days of the determination of the Final NWC Adjustment.
If Buyer and Agent mutually agree upon the resolution of any disputes relating to the proposed final NWC Adjustment within fifteen (15) days after Buyer’s receipt of Agent’s notice of disagreement, such agreement shall be binding and conclusive upon the parties hereto.

More Definitions of NWC Adjustment

NWC Adjustment has the meaning set forth in Section 1.2(b)(i).

NWC Adjustment means Net Working Capital as of the Effective Time, minus Target Net Working Capital. For the avoidance of doubt, the NWC Adjustment can be a negative number.

NWC Adjustment has the meaning given to it in Section 2.6.1;

NWC Adjustment has the meaning set forth in Section 1.3(a).

NWC Adjustment has the meaning specified in Section 3.3(c)(i).

NWC Adjustment means an amount equal to the difference between the Estimated Working Capital and the Target Working Capital, which shall (i) increase the Initial Purchase Price, on a dollar-for-dollar basis, by the amount that the Estimated Working Capital exceeds the Target Working Capital or (ii) decrease the Initial Purchase Price, on a dollar-for-dollar basis, by the amount that the Estimated Working Capital is less than the Target Working Capital, as the case may be.

NWC Adjustment means the SEK amount corresponding to the difference (positive or negative) between Net Working Capital on the Closing Date and the Target Net Working Capital.