Working Capital Adjustment definition

Working Capital Adjustment has the meaning set forth in Section 2.4(a).
Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Working Capital as of the beginning of such period exceeds (or is less than) Working Capital as of the end of such period.
Working Capital Adjustment means the amount by which the Working Capital exceeds (or is less negative than) the Target Working Capital (which amount shall be added to the Bid Amount for the purposes of Clause 3.1), or the amount by which the Working Capital is less than (or more negative than) the Target Working Capital (which amount shall be deducted from the Bid Amount for the purposes of Clause 3.1);

Examples of Working Capital Adjustment in a sentence

Promptly after the end of each month, Aron shall determine the Monthly Working Capital Adjustment.

Subject to the Company Reserves and any write-down of any Accounts Receivable in connection with the Working Capital Adjustment in Section 3.4, there is no contest, claim, counterclaim, defense or right of set-off under any Contract or otherwise with any obligor of any Account Receivable relating to the amount or validity of such Account Receivable.

To the extent that Buyer pays such unpaid amounts, Sellers shall promptly reimburse Buyer for the cost of such payments; provided, however, Sellers shall not be obligated to reimburse Buyer for any such amounts included in Accounts Payable for purposes of the Working Capital Adjustment.

All Inventory is in good and merchantable quality and is useable and saleable in the ordinary course of business, except for those items the value of which (i) has been reduced in accordance with GAAP and the Company's inventory policies, attached hereto as Schedule 1.1(a), consistently applied by Sellers or (ii) is or will be reduced in connection with the Working Capital Adjustment in Section 3.4.

Notwithstanding anything herein to the contrary, if a payment is due from Seller to Purchaser on account of the Working Capital Adjustment and the Net Book Value of Assets and Liabilities Adjustment, Seller shall only be obligated to pay the greater of the two adjustment amounts to Purchaser.


More Definitions of Working Capital Adjustment

Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).
Working Capital Adjustment means the amount by which the Closing Net Working Capital is greater than or less than, as the case may be, the Peg Net Working Capital. For the avoidance of doubt, the Working Capital Adjustment will be positive if the Closing Net Working Capital is greater than the Peg Net Working Capital and negative if the Closing Net Working Capital is less than the Peg Net Working Capital.
Working Capital Adjustment shall have the meaning specified in Section 3.4(e).
Working Capital Adjustment means, in relation to each Group Entity, the amount by which its Working Capital is greater than its Reference Working Capital (in which case such amount shall be expressed as a positive figure) or by which its Working Capital is less than its Reference Working Capital (in which case such amount shall be expressed as a negative figure) as set out in Clause 8.1.
Working Capital Adjustment has the meaning set out in Schedule 5.
Working Capital Adjustment shall have the meaning set forth in Section 2.10(c).
Working Capital Adjustment means (i) if Closing Working Capital is less than the Working Capital Target by an amount greater than $125 million, the amount by which Closing Working Capital is less than the Working Capital Target, (ii) if Closing Working Capital is more than the Working Capital Target by an amount greater than $125 million, the amount by which the Closing Working Capital is more than the Working Capital Target and (iii) in all other cases, zero; provided that, for purposes of calculating the Closing Amount, the Working Capital Adjustment shall be reflected as a positive number in the event the Working Capital Adjustment is determined pursuant to clause (i) and a negative number in the event the Working Capital Adjustment is determined pursuant to clause (ii).