Working Capital Adjustment Amount definition
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.