Closing Working Capital Adjustment definition

Closing Working Capital Adjustment has the meaning set forth in Section 5.2.2;

Closing Working Capital Adjustment means the amount, as finally determined in accordance with Section 2.6 (which may be expressed as a negative number), equal to the Closing Working Capital, less the Target Closing Working Capital.

Closing Working Capital Adjustment means, whether positive or negative, (i) Closing Working Capital, minus (ii) the Target Closing Working Capital.

Examples of Closing Working Capital Adjustment in a sentence

• At closing, $1,622,225 of the Preliminary Purchase Price (the “Holdback Amount”) shall be reserved by the Purchaser to satisfy any Post- Closing Working Capital Adjustment payable to the Purchaser as provided in Section 2.06(b).

• On the Closing Date, as provided in Section 2.5(b)(i), the Closing Date Payment shall be determined, in part, by reducing it by the Closing Working Capital Adjustment (if a negative number) or increasing it by the Closing Working Capital Adjustment (if a positive number), which increase shall be added to the Holdback Amount as set forth in Section 2.6(a) for resolution in accordance therewith.

• All accounting determinations required to be made pursuant to this Agreement (including determinations of the Post Closing Working Capital Adjustment or EBITDA) shall be made in accordance with GAAP applied consistently with the past practices of the Seller, provided, however, that it is understood and agreed that it shall not be a breach of this section if the Closing Date Balance Sheet does not include any cash or cash equivalents as contemplated by Section 2.01(b)(i).

• To quantify the impact of provider payment rates, RAND simulated two variants of the Single Payer option: 1) A low-payment variant in which hospital and physician payment rates were set to equal traditional Medicare.

• Except for fraud, no claim for Closing Working Capital, Closing Working Capital Adjustment, or Closing Cash pursuant to clauses (v) or (vi) of Section 8.2(a) may be made after the resolution of the matters as set forth in Section 1.4. No claim pursuant to clause (iv) of Section 8.2(a) may be made after the expiration of the applicable statute of limitations with respect to such matters.

More Definitions of Closing Working Capital Adjustment

Closing Working Capital Adjustment means (a) the amount (expressed as a negative number) by which the Closing Working Capital is less than the Target Working Capital Amount, if the amount of Closing Working Capital is less than the Target Working Capital Amount, (b) the amount (expressed as a positive number) by which the amount of Closing Working Capital is greater than the Target Working Capital Amount, if the amount of Closing Working Capital is greater than the Target Working Capital Amount, and (c) zero dollars ($0) if the Closing Working Capital is equal to the Target Working Capital Amount.

Closing Working Capital Adjustment means an amount equal to $630,000 less Closing Working Capital. The Closing Working Capital Adjustment may be positive or negative, it being understood that an increase in Working Capital relative to the referenced amount will result in an increase in the Merger Consideration and a decrease will result in a reduction in the Merger Consideration.

Closing Working Capital Adjustment means the amount by which Target Working Capital differs from Closing Working Capital, as calculated in accordance with Schedule 2.06.

Closing Working Capital Adjustment shall have the meaning set forth in Section 2.11(g)(ii). “CMS” shall mean the Centers for Medicare and Medicaid Services.

Closing Working Capital Adjustment means (a) the amount (expressed as a negative number) by which the Closing Working Capital is less than the lowest number in the Target Working Capital Range, if the amount of Closing Working Capital is less than the lowest number in the Target Working Capital Range, (b) the amount (expressed as a positive number) by which the amount of Closing Working Capital is greater than the highest number in the Target Working Capital Range, if the amount of Closing Working Capital is greater than the highest number in the Target Working Capital Range, and (c) zero dollars ($0) if the Closing Working Capital is equal to the lowest number, highest number, or within the range of numbers of the Target Working Capital Range.

Closing Working Capital Adjustment means the calculation of the Working Capital Adjustment set forth on the Company Closing Financial Certificate.

Closing Working Capital Adjustment means the amount, as finally determined in accordance with Section 2.7 (which may be expressed as a negative number), equal to the Closing Working Capital, less the Target Closing Working Capital.