WC Adjustment definition

WC Adjustment means an amount (which can be a negative number) equal to (a) the Closing Working Capital minus (b) the Target Working Capital. “WC Statement” has the meaning ascribed to it in Section 3.03(a).
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WC Adjustment has the meaning set forth in Section 1.10(f).
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WC Adjustment means an amount (which can be a negative number) equal to (a) the Closing Working Capital minus (b) the Target Working Capital.
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Examples of WC Adjustment in a sentence

  • Such report shall be final and binding upon the parties and the calculation of the Working Capital Adjustment Amount and the Cash Adjustment Amount provided by the Accounting Arbitrator shall become the Final WC Adjustment Amount and Final Cash Adjustment Amount, respectively.

  • No GBG Shareholder, Management Shareholder or Common Shareholder shall sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of all or any of his Common Stock except in compliance with the applicable terms of this Agreement.

  • The Allocation Certificate (and the agreement thereto) and the determination of the Final WC Adjustment Amount under this Section 1.7 shall not impair any other rights of a party under this Agreement, including any rights to indemnification.

  • The Net Working Capital Adjustment ("Net Working Capital Adjustment") to the purchase price shall be an amount equal to the sum of (A) the net balances as of the Effective Time in the accounts marked as "Include in Net WC Adj" on Schedule 3.03(a)(iii) (the "WC Adjustment Items") plus (B) the Inventory Adjustment Amount.

  • If the Securityholder Representative fails to deliver a Disagreement Notice by such time, the Securityholder Representative and the Company Securityholders shall be deemed to have accepted the Parent Statement as delivered by Parent, the Proposed Final WC Adjustment Amount shall become the Final WC Adjustment Amount and the Proposed Final Cash Adjustment Amount shall become the Final CashAdjustment Amount.

  • The Parties hereby agree that, notwithstanding Section 2.11 of the APA and the WC Adjustment Notice, neither CoreCo nor NonCoreCo will be required to make a payment to the other under Section 2.11(d) of the APA, and the Final Working Capital Adjustment for all purposes shall be deemed to be $0.00.

  • The Estimated Payment Adjustment Amount and the WC Adjustment Amount when added together (which may be a positive or negative number) shall collectively be referred to as the "Adjustment Amount." If the Adjustment Amount is positive, the Adjustment Amount shall be paid by wire transfer by Seller to an account specified by Purchaser.

  • KEK has proposed that the Government expand the scheme by covering all households in “extreme poverty” as defined by the World Bank, i.e., about 50,000.

  • If the Proposed Final WC Adjustment Amount has not previously become the Final WC Adjustment Amount, and Parent and the Securityholder Representative agree in writing to the calculation of the Working Capital Adjustment Amount, then such agreed upon calculation shall become the Final WC Adjustment Amount.

  • If the Securityholder Representative fails to deliver a Disagreement Notice by such time, the Securityholder Representative and the Company Securityholders shall be deemed to have accepted the Parent Statement as delivered by Parent, the Proposed Final WC Adjustment Amount shall become the Final WC Adjustment Amount and the Proposed Final Cash Adjustment Amount shall become the Final Cash Adjustment Amount.

Related to WC Adjustment

  • 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.

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

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

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

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

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

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

  • Lot line adjustment means the relocation of the property boundary line in a

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

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

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

  • 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;

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

  • 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.

  • Credit Adjustment shall have the meaning specified in Section 3.02.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • 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.

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

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

  • Adjustment means each form of adjustment to consideration provided for in this clause.The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST rate at the time of forming this Contract.The Contractor shall provide the Recipient with a Tax Invoice and/or adjustment notes in relation to the supply prior to an amount being paid by the Recipient under this Contract, and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.Where the GST rate is changed after the date of formation of this Contract the consideration under this Contract will be increased or decreased so that the consideration remains inclusive of GST, with GST calculated using the new GST Rate from the date of the change of the GST Rate that applies at the date of formation of this Contract. PrivacyFor the purposes of this Clause unless the context otherwise requires:

  • ISDA Fallback Adjustment means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

  • Principal Adjustment In the event that the 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 or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Contract Term Adjustment means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection. To qualify for such adjustment, Purchaser shall give written notice of the lost time not later than 30 days after end of Normal Operating Season in which time was lost and at least 10 days before Termination Date. Contracting Officer shall make prompt written acknowledgment of such notice, indicating concurrence with the number of days in the notice or the number of days Forest Service considers as qualifying for the adjustment. Lost portions of days shall be disregarded in computing time lost. The three circumstances qualifying for a Contract Term Adjustment are:

  • No Adjustment means that the relevant date shall not be adjusted in accordance with any Business Day Convention;