Definition of Pre-Closing Working Capital Adjustment
Pre-Closing Working Capital Adjustment means the absolute value of the difference, if any, between the Estimated Working Capital Amount and the Working Capital Target as determined in accordance with Section 2.5.2.
Examples of Pre-Closing Working Capital Adjustment in a sentence
In the event that Buyer objects to any amounts or calculations set forth on the Estimated Working Capital Statement, Buyer and Seller shall cooperate in good faith to resolve such objection prior to the Closing provided, however, that in the event the Buyer and Seller are not able to resolve such objection prior to the Closing Date, the calculations set forth on the Estimated Working Capital Statement will be used for purposes of determining the amount of the Pre-Closing Working Capital Adjustment.
The amount of such adjustment pursuant to this Section 2.05(a) is referred to herein as the ("Pre-Closing Working Capital Adjustment").
Purchase Price, minus the Escrow Amount, minus the payoff of Indebtedness described in clause (ii) above, minus the Transaction Expenses described in clauses (iii), (iv) and (v) above, plus or minus the Pre-Closing Working Capital Adjustment, minus the Performance-based Consideration, shall be split equally and paid by the Buyer to each of the Sellers by wire transfer of immediately available funds to the banks and accounts designated by each of the Sellers.
Purchaser and Seller agree that the Inventory Date shall be September 30, 2004 and that the Pre-Closing Statement, Pre-Closing Balance Sheet and Pre-Closing Working Capital Adjustment Amount have been prepared prior to the physical inventory contemplated by Section 1.6(b) of the BTA.