Working Capital Surplus Sample Clauses
The Working Capital Surplus clause defines how any excess in working capital, beyond a predetermined target amount, is identified and treated in a transaction. Typically, this clause outlines the method for calculating working capital at closing and specifies that any surplus above the agreed target may result in an adjustment to the purchase price, often benefiting the seller. Its core function is to ensure a fair allocation of value by addressing fluctuations in working capital, thereby preventing disputes and aligning expectations between buyer and seller regarding the financial state of the business at closing.
Working Capital Surplus. Subject to Section 4.1(g), to the extent all Disputed Working Capital Items have been resolved by the 2014 Dividend Cut-off Date, if the Year-End Net Working Capital as finally determined pursuant to Section 4.1(c) is greater than the Estimated Year-End Net Working Capital, then, the 2014 Dividend Base shall automatically be adjusted by adding such difference to the 2014 Dividend Base. To the extent all Disputed Working Capital Items are not resolved by the 2014 Dividend Cut-off Date, then 42.54% of such difference shall be paid by SCP to SDC in cash (in Korean Won) within thirty (30) days after all Disputed Working Capital Items have been resolved pursuant to Section 4.1(c), as an adjustment to the applicable purchase price.
Working Capital Surplus. 8 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 1 (this "Amendment"), dated as of June 5,2005, to the ASSET PURCHASE AGREEMENT (the "Asset Purchase Agreement"), dated as of April 27, 2005, between and among ROCK-TENN COMPANY, a Georgia corporation ("Buyer Parent"), ROCK-TENN PACKAGING AND PAPERBOARD, LLC, a Georgia limited liability company and a wholly-owned indirect subsidiary of Buyer Parent ("Buyer," and together with Buyer Parent, the "Buyer Parties"), and GULF STATES PAPER CORPORATION, a Delaware corporation ("Seller Parent"), GSPC ENTERPRISES, INC., a Delaware corporation, and a wholly-owned subsidiary of Seller Parent ("Seller Sub I"), GULF STATES-TEXAS, L.L.C., a Delaware limited liability company, whose member interests are wholly owned by Seller Sub I ("Seller Sub II"), GULF STATES-TEXAS, L.P., a Delaware limited partnership, whose partners are Seller Sub I and Seller Sub II ("Seller Sub III") (Seller Parent, Seller Sub I, Seller Sub II and Seller Sub III are collectively, and individually where the context so requires or permits, referred to as "Seller").
Working Capital Surplus. (a) Purchaser acknowledges that, to the extent reasonably possible and in accordance with applicable law, SALD will cause each of the Transferred Subsidiaries to declare, on or before the Closing Date, dividends which are payable directly or indirectly to SALD or its Affiliates other than the Transferred Subsidiaries in an aggregate amount up to the amount legally permitted. If and to the extent that there is any Working Capital Surplus computed based on the Closing Date Financial Statements and taking into account the declaration of those dividends, all as calculated in a manner consistent with the illustration under Caption 7 on Schedule 2.1(d), Purchaser shall pay or cause to be paid to SALD an amount equal to the lesser of the Working Capital Surplus and US$10 million (such amount, the "Working Capital Surplus Payment"), in either case together with interest for the period from the Closing Date to the date of payment at LIBOR for six month deposits in U.S. dollars as quoted on Telerate Page 3750 on the Closing Date plus 25 basis points, in accordance with the procedures set forth in Section 2.4(b). For purposes of calculating the Purchase Price and the working capital ratio based on information reflected in the Closing Date Financial Statements, Current Liabilities shall mean the sum of (i) 100% of the Dividends Liability and (ii) 110% of all Current Liabilities other than the Dividends Liability, as shown under Caption 7 on Schedule 2.1(d).
(b) Except as may be required to comply with applicable law, Purchaser will take no action, and will not permit any of its Subsidiaries to take any action, after the Closing Date that will result in a full or partial revocation or cancellation of any dividend referred to in Section 5.11(a). However, if Purchaser or, as applicable, its Subsidiaries is or are required by law to take such action, then Purchaser will pay to SALD the amount of the dividend that was revoked or canceled upon demand except to the extent that the amount exceeds the Working Capital Surplus Payment provided for in Section 5.11(a). If the revoked or canceled dividend had been paid before being revoked or canceled, then SALD will pay the amount of that dividend to the entity that paid the dividend and the amount of that payment shall be added to the assets of the Business for the purpose of preparing the Closing Date Financial Statements. If the revoked or canceled dividend had been declared but was not paid before being revoked or canceled, th...
Working Capital Surplus. 1.4 AGREEMENT OF PURCHASE AND SALE AGREEMENT (the "Agreement") made as of August 26, 2004, by and among PATIENT INFOSYSTEMS, Inc., a Delaware corporation (the "Buyer"), CBCA CARE MANAGEMENT, INC., a New York corporation (the "Acquired Company"), and CBCA Inc., a Delaware corporation and the sole stockholder of the Acquired Company (the "Stockholder").
Working Capital Surplus. 6 Section 2 Merger 6
Working Capital Surplus. ACQUISITION AGREEMENT This ACQUISITION AGREEMENT (this "Agreement"), dated as of June 6, 2003, is made by and between ROYAL GROUP, INC., a Delaware corporation ("Seller") and ALLEGHANY INSURANCE HOLDINGS LLC, a Delaware limited liability company ("Purchaser"). Certain capitalized terms used in this Agreement are defined in Section 16.1 hereof.
Working Capital Surplus. If the Closing Working Capital as determined pursuant to this Section 2.8 is greater than the amount of the Target Working Capital, then Parent shall (A) pay an amount in cash to the Members equal to the amount by which the Closing Working Capital was greater than the Target Working Capital up to $46,000 and (B) to the extent the amount by which the Closing Working Capital was greater than the Target Working Capital and such amount exceeds $46,000, issue shares of Common Stock to the Members in an amount equal to the amount by which the Closing Working Capital was greater than the Target Working Capital, less $46,000, divided by the Closing Share Price, allocated among the Members in accordance with their respective Pro Rata Shares, within two (2) Business Days of finalization of the Working Capital Schedule.
Working Capital Surplus. If the Closing Working Capital as determined pursuant to this Section 2.4 is greater than the amount of the Target Working Capital, then the Purchaser shall issue to the Sellers shares of Common Stock in an amount equal to the amount by which the Closing Working Capital was greater than the Target Working Capital divided by the Closing Share Price, allocated among the Sellers in accordance with their respective Pro Rata Share (less the applicable Designated Employee Percentage of such amount, which shall be contributed by the Purchaser to the New Business Segment and distributed through the New Business Segment’s payroll to each applicable Designated Employee in accordance with their respective Designated Employee Pro Rata Share; provided, however, that any Ineligible Employee Shares will be apportioned among and issued to the Sellers in accordance with Exhibit A), within two (2) Business Days of finalization of the Working Capital Schedule.