Working Capital Shortfall definition

Working Capital Shortfall means the amount by which the Anticipated Working Capital Amount exceeds Minimum Net Operating Working Capital.

Working Capital Shortfall shall have the meaning set forth in Section 2.7(g)(i).

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

Examples of Working Capital Shortfall in a sentence

• 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 Parties shall agree or where the parties fail to agree, the Secretary of State shall reasonably determine the amount required to remedy the Working Capital Shortfall (an “ Emergency Working Capital Payment”) and when such Emergency Working Capital Payments are required to be paid for that purpose.

• 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.

• Within ninety (90) days after the Closing Date, Parent shall deliver to the Securityholder Representative a statement (the “ Post-Closing Statement”) setting forth Parent’s calculation of: (i) the Closing Working Capital; (ii) the Closing Working Capital Shortfall, if any; (iii) the Closing Indebtedness; (iv) the Unpaid Transaction Expenses; and (v) the Merger Consideration resulting from the amounts set forth in clauses (i) though (iv).

• In the event that the Final Working Capital Shortfall exceeds the remaining Escrow Funds, no further payment shall be required.

More Definitions of Working Capital Shortfall

Working Capital Shortfall means the dollar amount by which the Net Working Capital set forth on the Working Capital Closing Statement is less than zero by more than $75,000; provided, however, that if such shortfall is less than $100,000, then the Working Capital Shortfall shall be zero.

Working Capital Shortfall shall have the meaning set forth in Section 2.7(d).

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, any Approved 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 Act Recital A Adjusted Dilution Multiplier Section 6.3(b) Agreement AM Commitment Amount AM Initial Contribution Preamble Section 6.1 Section 6.1 AM Mandatory Capital Contribution Section 6.1 Applicable Adjustment Percentage Section 6.3(b) Applicable Price Section 10.3(a) Appraised Value Section 10.4(d)(i) Annual LLC Budget Section 9.2(c) Approved Contracts Section 9.2(a)(v) AREP Section 10.4(a) Asset Management Fee Section 9.6 Audited Financial Request Section 12.3(a) Business Section 4 Buy-Sell Notice Section 10.3(a) Capital Account Section 7.1(a) Cash Notice Section 6.3(a) Certificate Recital A Closing Date Section 10.3(a) Company Recital A Contributing Members Section 6.3(b) CWI Preamble CWI Initial Contribution Section 6.1 CWI Law Firm Section 18.3 CWI Preferred Return Debt Deficiency Amount Section 8.1(b)(iii) Section 9.15(g) Section 6.3(b) Deficit Loan Section 6.3(c) Deposit Section 10.3(a) Discussion Period Section 9.11(b)(i) Effective Date Preamble Exchange Act Section 5.7 GDR Section 9.10 Guarantor Impasse Section 9.15(j) Section 9.4(c) Indemnitee Section 9.13(c) Indemnitor Section 9.13(c) Indemnity Obligations Section 9.13(b) Initial Capital Contributions Section 6.1 Initial LLC Budget Section 9.2(c) Liquor Licenses Section 9.10 LiquorCo Section 9.10 Loan Cost Request Section 6.3(b) Major Decisions Section 9.4(b) Managing Parties Section 9.13(a) Mandatory Capital Contribution Section 6.3(a) Marcus Interest Section 10.4(a) Member Preamble Member Loan Section 6.3(a) Non-Contributing Member Operating Lease Section 6.3(b) Recital D Operator Section 9.5 Owner Pre-Closing Liabilities Cap Project Management Agreement Project Management Fee Section 9.5 Section 9.13(b) Section 9.7 Section 9.7

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 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 means, in the event that the Working Capital Amount as of the Closing Date is less than 80% of the Base Working Capital Amount, (i) (A) the Base Working Capital Amount, multiplied by (B) 0.80, minus (ii) the Working Capital Amount. In the event that the Working Capital Amount is equal to or more than 80% of the Base Working Capital Amount, then the Working Capital Shortfall shall be equal to zero. The following additional terms have the meanings ascribed to them in the sections indicated: Term Section Balance Sheet Independent Accountant 2.4(b)(iii) Balance Sheet Report 2.4(b)(i) Change of Control 2.4(c)(v) Claim Notice 2.4(d)(iv) Covered Parties 2.4(d)(ii) Damages 2.4(d)(ii) Dispute Notice 2.4(b)(iii) Earnout Dispute Notice 2.4(c)(iii) Earnout Report 2.4(c)(i) Independent Accountant 2.4(c)(iii) Offset Dispute Notice 2.4(d)(v)

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