Working Capital Adjustment Amount definition

Working Capital Adjustment Amount means (A) if Working Capital is greater than $132,000,000, an amount equal to (i) Working Capital minus (ii) $132,000,000; (B) if Working Capital is less than $128,000,000, an amount (expressed as a negative number) equal to (i) $128,000,000 minus(ii) Working Capital; and (C) in any other case, zero $(0).

Working Capital Adjustment Amount has the meaning set forth in Section 2.8(b).

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.

Examples of Working Capital Adjustment Amount in a sentence

• The Closing Balance Sheet and the Closing Statement are each accurate and complete, including the amounts of the Company Transaction Expenses, the Net Working Capital Adjustment Amount and the Indebtedness set forth in the Closing Statement.

• The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “Final Purchase Price”).

• If the Post-Closing Aggregate Net Working Capital Adjustment Amount is a positive amount, then Purchaser shall pay in cash to Seller the amount of the Post-Closing Aggregate Net Working Capital Adjustment Amount.

• No later than three (3) Business Days prior to the Closing Date, Seller shall provide to Buyers a closing statement (the “Estimated Closing Statement”), setting forth Seller’s good faith estimates of the Closing Date Indebtedness, and based thereon an estimate of the Final Purchase Price (pursuant to the calculation of purchase price set forth in Section 1.3(a) but excluding the Net Working Capital Adjustment Amount and the True-Up Adjustment Amount) (the “Estimated Purchase Price”).

• If the Post-Closing Aggregate Net Working Capital Adjustment Amount is a negative amount, then Seller shall pay in cash to Purchaser the amount equal to the absolute value of the Post-Closing Aggregate Net Working Capital Adjustment Amount.

More Definitions of Working Capital Adjustment Amount

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 means an amount equal to the difference between (i) the Working Capital of the Company as of the Closing Date and (ii) the Estimated Working Capital Amount. For the avoidance of doubt the Working Capital Adjustment Amount may be a negative number.

Working Capital Adjustment Amount means an amount equal to the Final Working Capital, less the Estimated Working Capital, together with interest on the absolute value of the difference at 10% per annum beginning on the Closing Date and ending on the date of payment of the Working Capital Adjustment Amount as provided in Section 2.02(c)(ii) hereof. Notwithstanding the foregoing, Working Capital shall not include any asset transferred to Entertainment or any of its Subsidiaries, any Liability assumed by Entertainment, or any Liability to which none of SFX or any of its Subsidiaries is a party immediately after the Effective Time and any such computation shall assume that the Distribution has been consummated.

Working Capital Adjustment Amount has the meaning set forth in Section 2.4(b)(i)(A).

Working Capital Adjustment Amount which may be positive or negative, means the Final Net Working Capital Excess or Final Net Working Capital Shortfall, as applicable. For purposes of convenience only, the Parties agree that upon the final determination of the Indebtedness Adjustment Amount, the Cash Adjustment Amount and the Working Capital Adjustment Amount, such amounts shall be aggregated for the purpose of paying the Adjustment Amount (as defined below) to Parent or the Representative, as the case may be. The sum of the Indebtedness Adjustment Amount, Cash Adjustment Amount and the Working Capital Adjustment Amount shall be the “Adjustment Amount”. For example, if the Indebtedness Adjustment Amount equals negative $1,000,000 (i.e., such amount is owed to Parent), the Cash Adjustment Amount equals negative $200,000 (i.e., such amount is owed to Parent) and the Working Capital Adjustment Amount equals positive $100,000 (i.e., such amount is owed to the Stockholders), each as finally determined, then the Adjustment Amount would be negative $1,100,000 and such amount would be owed to Parent in accordance with the terms of this Section 1.11.

Working Capital Adjustment Amount means the Target Net Working Capital Amount minus the Net Working Capital Amount.

Working Capital Adjustment Amount means the dollar amount representing the difference of the following amounts: (a) $30,000,000, minus (b) the dollar amount for Working Capital calculated on the latest Compliance Certificate delivered by the Company to Agent.