Post-Closing NWC Adjustment definition

Post-Closing NWC Adjustment means an amount, positive or negative, equal to (x) the amount of Company Net Working Capital as finally determined pursuant to Section 1.4(b), Section 1.4(c) or Section 1.4(d), as the case may be, minus (y) the Company Net Working Capital Baseline. “Company Net Working Capital Baseline” means the Company Net Working Capital Target, except where the amount of Company Net Working Capital set forth in the Company Closing Financial Certificate is less than the amount of the Company Net Working Capital Target, in which case Company Net Working Capital Baseline means the amount of Company Net Working Capital set forth in the Company Closing Financial Certificate.
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Post-Closing NWC Adjustment has the meaning set forth in Section 2.11(b).
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Examples of Post-Closing NWC Adjustment in a sentence

  • The Escrowed Shares will be held in the Escrow Account to act as a source of payment of the indemnification obligations of the Company Shareholders under Article VIII and the Escrowed Cash will be held in the Escrow Account as a source of payment for any Downward Post-Closing NWC Adjustment pursuant to Section 2.11(c).

  • Any Upward Post-Closing NWC Adjustment shall be satisfied, within five (5) Business Days after determination of the Final NWC, by wire transfer of immediately available funds by the Purchaser to the Paying Agent’s account of an amount equal to the Upward Post-Closing NWC Adjustment (for further distribution by the Paying Agent to the Company Stockholders pursuant to Section 2.10(b)(ii)).

  • The lithic assemblage from White Paintings Shelter was further analyzed by Murphy (1999), relying on a combination of American and South African research traditions.

  • Any Upward Post-Closing NWC Adjustment Amount shall be satisfied, within five (5) Business Days after determination of the Final NWC, by payment in cash by the Purchaser and Purchaser Europe (jointly and severally) to the Sellers (allocated between the Purchaser and Purchaser Europe in proportion to the Transaction Consideration for the Purchased Equity Interests that each is purchasing hereunder), by wire transfer of immediately available funds to the Sellers’ accounts.

  • The Company has duly authorized the execution and delivery of the Indenture to provide for the issuance from time to time of its unsecured debentures, notes and/or other unsecured evidences of indebtedness (the "Securities") to be issued in one or more series as provided for in the Indenture.

  • Following this formulation, the model is expanded to incorporate the features of EA (e.g., time- phasing and technical risk mitigation).

  • Any Upward Post-Closing NWC Adjustment shall be satisfied, within five (5) Business Days after determination of the Final NWC by payment, by payment in cash by Purchaser to the Seller, by wire transfer of immediately available funds to the Seller’s account.

Related to Post-Closing NWC Adjustment

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • SOFR Adjustment means 0.10% (10 basis points) per annum.

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • 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.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Adjustment Escrow Amount means $1,000,000.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.