Working Capital Shortfall definition

Working Capital Shortfall means the amount (if any) by which the Actual Working Capital Amount is less than the June Working Capital Amount.

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Working Capital Shortfall has the meaning specified in Section 2.5(b).

Working Capital Shortfall has the meaning set forth in Section 1.3(b).

Examples of Working Capital Shortfall 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.

• If the Majority Stockholder timely makes such a payment or if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ calculation of Company Net Working Capital discloses no Working Capital Shortfall, the Company will be deemed to have satisfied the condition to the Offer set forth in paragraph (c)(x) of Annex A.

• Notwithstanding anything to the contrary, in the event of a Net Working Capital Shortfall, the Company shall not (and shall not permit any Subsidiary to) incur any additional debt if and to the extent such additional debt is prohibited by the Manufacturer or will cause the Company or an applicable Subsidiary to violate the Manufacturer Rules.

• 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.

• Upon completion of the Estimated Statements, Seller Parent shall derive: (i) the estimated Closing Date Working Capital; (ii)the estimated Closing Net Cash; (iii) the Estimated Closing Date Working Capital Shortfall; and (iv) the Estimated Closing Date Working Capital Excess, if any.

More Definitions of Working Capital Shortfall

Working Capital Shortfall means the amount, if any, by which the Closing Working Capital Amount is less than C$0.

Working Capital Shortfall means the amount by which the Effective Time Working Capital is less than the Working Capital Target.

Working Capital Shortfall the amount (if any) by which the Actual Working Capital Amount is less than the Estimated Working Capital Amount;

Working Capital Shortfall means the amount of additional working capital required for the sole purpose of funding operating expenses pursuant to, and to the extent of such amounts as set forth in, the Initial Budget or any subsequent Approved Annual Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term Section Reference for Definition ABC Section 9.9 Acceptance Notice Section 10.3(b) Act Recitals Act of Sale/Finance Section 9.5(a)(i) Additional Interest Purchase Price Section 6.6 Affiliate Agreement Section 9.3(d) Agreement Preamble Applicable Price Section 10.4(a)(iii) Approved Annual Budget Section 9.3(a)(v) Approved Contracts Section 9.3(a)(vii) Articles of Organization Recitals Audited Financial Request Section 12.3(a) Term Section Reference for Definition Beach Bank Section 6.2(b) Book Value Section 1.6 Business Section 4 Buy-Sell Notice Section 10.4(a)(iii) Capital Account Section 7.1(a) Cash Notice Section 6.3(a) Claims Section 9.16(c) Closing Date Section 10.4(a)(iii) Company Recitals Contributing Members Section 6.3(b) Contribution Agreement Section 6.1 CW Election Period (Hotel Maya) Section 10.4(a)(i) CW Election Period (Residence Inn) Section 10.4(b)(i) CW Initial Contribution Section 6.1 CW Member Preamble CW Member Law Firm Section 18.3 CW Member Parties Section 18.3 CW Member Purchase Default Section 9.1(b) Deficiency Section 6.3(b) Deficit Loan Section 6.3(c) Deposit Section 10.4(a)(iii) Discussion Period Section 9.13(a)(i) DoubleTree Recitals DoubleTree Franchise Agreement Recitals DoubleTree PIP Section 9.12(a)(ii) Effective Date Preamble EHP Recitals Ensemble Member Preamble Ensemble Member Law Firm Section 18.2 Ensemble Member Parties Section 18.2 Ensemble Member Purchase Default Section 9.2(b) Exchange Act Section 5.7 Forecast Budget Section 9.3(a)(iv) Ground Lessor Recitals Guarantee Obligation Section 9.11(c) Hotel Maya Recitals Hotel Maya ROFO Section 10.4(a)(ii) Impasse Section 10.4(a)(i) Indemnitee Section 9.16(e) Indemnitor Section 9.16(e) Indemnity Obligations Section 9.16(c) Initial Budget Section 9.3(a)(iv) LBH Holdco Recitals Liquor Licenses Section 9.9 LiquorCo Section 9.9 Lock-Out Period Section 10.4(a)(i) Term Section Reference for Definition Losses Section 9.16(c) Major Decisions Section 9.4(a) Managing Parties Section 9.16(a) Mandatory Capital Contribution Section 6.3(a) Marina Project Section 9.10

Working Capital Shortfall shall have the meaning set forth in Section 10.1(c).

Working Capital Shortfall means the amount by which the Company’s Closing Date Working Capital is less than $54,000,000; provided that there will be no adjustment if such amount is less than $1,500,000.

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