Working Capital Excess definition

Working Capital Excess means the amount, if any, by which the Closing Working Capital is more than the Target Working Capital.

Working Capital Excess has the meaning set forth in Section 2.15(a).

Working Capital Excess has the meaning set forth in Section 3.5(d).

Examples of Working Capital Excess in a sentence

• The aggregate consideration payable for the Units (the “Merger Consideration”) is equal to: (a) Base Amount; plus (b) the Closing Cash; either (c) plus the Closing Working Capital Excess (if any) or minus the Closing Working Capital Shortfall (if any); minus (d) the Closing Indebtedness; minus (e) the Closing Transaction Expenses.

• Notwithstanding any provision to the contrary contained herein, under no circumstances shall the maximum amount payable by DHX hereunder exceed the amount of the Purchaser’s liability under this Agreement, which for the avoidance of doubt includes full payment of the Purchase Price, any Working Capital Excess and any fees and costs payable under the Transition Services Agreement.

• The Base Purchase Price will be increased by the sum of (i) the amount of any Working Capital Excess, plus (ii) the amount of any Debt Reduction, plus (iii) the amount of any Gross-Up Amount.

• If the Estimated Net Working Capital is greater than Thirty Five Million Dollars ($35,000,000), such excess amount shall be the “Estimated Net Working Capital Excess Amount.” If the Estimated Net Working Capital is less than Thirty Million Dollars ($30,000,000), the difference shall be the “Estimated Net Working Capital Deficiency Amount.” All such estimates prepared pursuant to this Section 2.8(a) shall be prepared in accordance with the Accounting Principles to the extent applicable.

• The amount of cash to be paid at the Closing (the “Estimated Cash Consideration Adjustment Amount”) shall be equal to the Cash Consideration minus (A) the Estimated Closing Date Working Capital Shortfall, if any, plus (B) the Estimated Closing Date Working Capital Excess, if any, and plus (C) the Estimated Net Cash.

More Definitions of Working Capital Excess

Working Capital Excess means the amount, if any, by which (a) the sum of the Closing Working Capital, as set forth on the Closing Date Statement, as modified as a result of the resolution of any disputed items determined pursuant to Section 3.2(b)(ii) plus the “Closing Working Capital” determined under the Strawberry Shortcake Transaction Agreement, is greater than (b) the Estimated Working Capital.

Working Capital Excess means the amount, on a dollar for dollar basis, by which the Estimated Working Capital exceeds the Working Capital Target.

Working Capital Excess means any amount by which the Closing Working Capital, as determined pursuant to Section 2.3,is greater than US$ 250,000.

Working Capital Excess has the meaning set forth in Section 2(i)(i) below.

Working Capital Excess the amount (if any) by which the Actual Working Capital Amount exceeds the Estimated Working Capital Amount;

Working Capital Excess means the amount, if any, by which Working Capital as of the Closing Date is greater than the Working Capital Maximum; provided, however, that Sellers shall retain current assets comprising cash or accounts receivable and remove such amounts from Working Capital as of Closing to the extent possible to reduce any Working Capital Excess to zero.

Working Capital Excess shall exist when (and shall be equal to the amount by which) the Estimated Net Working Capital exceeds the Target Net Working Capital.