Examples of Working Capital Underage in a sentence
Seller will consult in good faith with Buyer regarding the calculation of the Working Capital Estimate and the resulting Working Capital Overage or Working Capital Underage, as applicable.
Prior to three Business Days prior to the Closing, Seller shall deliver to Buyer a written good faith estimate (the “Net Working Capital Estimate”) of the Net Working Capital as of the Closing without giving effect to any of the Contemplated Transactions and determined in accordance with the Applicable Accounting Principles, together with supporting calculations and any resulting Estimated Net Working Capital Overage or Estimated Net Working Capital Underage.
As contemplated by Section 1.6(b) , if the Estimated Working Capital is less than the Target Working Capital, the Initial Merger Consideration will be reduced by the amount of such shortfall (the “ Estimated Working Capital Underage ”).
The Purchase Price shall be decreased by the Working Capital Underage, if any (as contemplated by Section 2.3(b)).
In order to calculate the Purchase Price, the Base Purchase Price shall be (A) decreased, dollar for dollar, by the Working Capital Underage, if any, or increased, dollar for dollar, by the Working Capital Overage, if any, and (B) decreased, dollar for dollar, by the amount of the Swap Breakage Fees.