Working Capital Adjustment Amount definition

Working Capital Adjustment Amount means the (a) the Closing Net Working Capital, less (b) the Target Net Working Capital. For the avoidance of doubt, Working Capital Adjustment Amount may be a positive or negative number.

Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii).

Working Capital Adjustment Amount means: (a) Estimated Working Capital, less (b) Target Working Capital.

Examples of Working Capital Adjustment Amount in a sentence

• The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Third Party Expenses set forth in the Estimated Closing Statement will be used for purposes of calculating the Cash Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.6).

• Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall pay to Sellers by wire transfer of immediately available funds to one or more accounts designated in writing by Sellers an amount equal to (i) the Purchase Price, plus (ii) the Estimated Working Capital Adjustment Amount (which amount may be positive or negative) (the “Closing Date Payment Amount”).

• An estimate of the Closing Date Cash (“Estimated Closing Date Cash”), Closing Date Debt (“Estimated Closing Date Debt”) and Closing Date Working Capital Adjustment Amount (“Estimated Closing Date Working Capital Adjustment Amount”), and correspondingly an estimate of the Closing Consideration (“Estimated Closing Consideration”) shall be memorialized in a separate instrument delivered at the Closing (including via a “flow of funds” or other customary closing statement).

• The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and, in the case of the Estimated Closing Working Capital Adjustment Amount, the Accounting Principles.

• For the avoidance of doubt, each of the Upward Net Working Capital Adjustment Amount and the Downward Net Working Capital Adjustment Amount shall be zero dollars ($0) in the event that the Closing occurs on or after June 2, 2025 but on or before September 1, 2025.

More Definitions of Working Capital Adjustment Amount

Working Capital Adjustment Amount means an amount (which may be positive or negative) equal to (i) Closing Working Capital minus Target Working Capital, if Closing Working Capital is less than the Target Working Capital Floor or greater than the Target Working Capital Ceiling or (ii) $0, if Closing Working Capital is neither less than the Target Working Floor nor greater than the Target Working Capital Ceiling; provided, that under no circumstances shall the Working Capital Adjustment Amount exceed $10,000,000 or be less than -$10,000,000.

Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

Working Capital Adjustment Amount means the result of the Closing Date Working Capital Amount minus the Target Working Capital Amount.

Working Capital Adjustment Amount has the meaning as set forth in Section 1.3.

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.

Working Capital Adjustment Amount has the meaning set forth in Section 2.4(e).

Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to: (a) Working Capital, minus (b) the Working Capital Target.