Final NWC Adjustment definition

Final NWC Adjustment means the amount by which the Final Net Working Capital (as set forth on the Final Statement of Net Working Capital) is greater than or less than the Reference Working Capital; provided, however, that any positive Final NWC Adjustment shall not exceed three million dollars ($3,000,000), and (ii) the term “NWC True-Up” shall mean the amount equal to the Final NWC Adjustment (expressed as a positive number, if such adjustment amount was positive, and as a negative number, if such adjustment amount was negative) minus the Closing NWC Adjustment (expressed as a positive number, if such adjustment amount was positive, and as a negative number, if such adjustment amount was negative). For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number). If the NWC True-Up amount is a positive number, the Buyer shall pay such positive amount, plus interest computed at the Prime Rate for the period from the Closing Date to the date of such payment, by wire transfer of immediately available funds to an account designated by the Company. If the NWC True-Up amount is a negative number, the Company shall pay such negative amount, plus interest computed at the Prime Rate for the period from the Closing Date to the date of such payment, by wire transfer of immediately available funds to an account designated by the Buyer. In each case, such payment shall be made within three Business Days after the date on which the Final Net Working Capital Statement is determined.
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Final NWC Adjustment has the meaning set forth in Section 2.5(d).
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Final NWC Adjustment means an amount equal to (a) the sum of the Final Working Capital minus the Target Working Capital, if the Final Working Capital exceeds the Target Working Capital, (b) the sum of the Target Working Capital minus the Final Working Capital, reflected as a negative number, if the Target Working Capital exceeds the Final Working Capital or (c) $0, if neither (a) nor (b) applies.
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Examples of Final NWC Adjustment in a sentence

  • The purchase price for the Purchased Assets is $21,250,000, plus the Final NWC Adjustment (such sum, the “Purchase Price”), payable as and when provided in this Article III.

  • For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number).

  • Buyer shall prepare (or cause to be prepared) and deliver to Seller, no later than seventy-five (75) days after the Closing Date, a written statement setting forth in reasonable detail its calculations of (A) Net Working Capital, Transaction Expenses, Cash and Indebtedness of the Company as of 12:01 a.m., New York City time, on the Closing Date and (B) the Final NWC Adjustment (the “Preliminary Statement”).

  • Any such payment not made within thirty (30) days after the determination of the Final NWC Adjustment will bear interest from such determination date through the date of actual payment at a rate equal to the “Reference Rate”.

  • If the Final NWC Adjustment exceeds the Estimated NWC Adjustment, then Buyer shall pay such excess to Agent for the account of Sellers.

  • In accordance with Section 1.8(b), at the Closing, the Purchase Price, prior to the adjustment on account of the Final NWC Adjustment Amount and the Final AP/AR Adjustment Amount in accordance with Sections 1.5(e) and 1.5(f), respectively, will be delivered by Buyer as follows: (i) the Closing Cash Amount by wire transfer of immediately available funds to Seller; and (ii) the balance of the Purchase Price by the execution and delivery of the Xxxx of Sale, Assignment and Assumption Agreement by Buyer.

  • If the Final NWC Adjustment is less than the Estimated NWC Adjustment, then Sellers shall refund such shortfall to Buyer.

  • The Final Closing Statement shall be prepared, and the Final NWC, the Final NWC Adjustment, the Final Closing Cash, and the Final Closing Indebtedness (collectively, the “Final Calculations”) shall be calculated, in accordance with the Accounting Principles and/or the definitions thereof, as applicable.

  • The Final NWC Adjustment Amount and the Final AP/AR Adjustment Amount will be paid following the Closing in accordance with Section 1.5.

  • The data in this study highlights the lengths that a firm can go to in order to sell their product at different prices to different people.


More Definitions of Final NWC Adjustment

Final NWC Adjustment means (i) the absolute value of the difference of (x) the sum of the Final NWC and the Initial NWC Adjustment and (y) the Minimum NWC, if the Final NWC is less than zero, or (ii) the Initial NWC Adjustment, if the Final NWC is zero or greater than zero.
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Related to Final NWC Adjustment

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Lot line adjustment means the relocation of the property boundary line in a

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Cost of Living Adjustment means the percentage (if any) by which the Consumer Price Index for the month of October preceding the adjustment ex- ceeds the Consumer Price Index for the month of October one year before the month of October preceding date of the adjustment.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Principal Adjustment In the event that the Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.