Actual Net Working Capital Adjustment definition

Actual Net Working Capital Adjustment is defined in Section 2.2(c).
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Actual Net Working Capital Adjustment means (i) if the Closing Working Capital Amount is greater than or equal to $8,126.66, then $0; and (ii) if the Closing Working Capital Amount is less than $8,126.66, then the amount equal to (A) $8,126.66, minus (B) the Closing Working Capital Amount, as determined based upon the Final Closing Date Balance Sheet.
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Actual Net Working Capital Adjustment has the meaning set forth in Section 3.3(b)(ii).
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Examples of Actual Net Working Capital Adjustment in a sentence

  • In consideration of the sale, assignment and transfer of the Transferred Assets, and subject to the terms and conditions set forth in this Agreement, including Section 3.5 below, Purchaser will pay an amount (the “Purchase Price”) equal to (x) Eight Million Five Hundred Thousand Dollars ($8,500,000), less (y) the Actual Net Working Capital Adjustment.

  • Unless Seller delivers a Merger Consideration Dispute Notice to Buyer on or before the last day of the Review Period, Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the Actual Net Working Capital Adjustment, Actual Cash, Actual Indebtedness, Actual Company Expenses and the Final Equity Value, in each case, for all purposes hereunder (including the determination of the Actual Adjustment).

  • No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of this Agreement.

  • At all times through the Closing Date, Company shall maintain a cash balance of at least Seventy Five Thousand Dollars ($75,000), provided, however, that this cash balance requirement shall in no way alter the calculation of either the Estimated Net Working Capital Adjustment or the Actual Net Working Capital Adjustment set forth in this Section 2.2.

Related to Actual Net Working Capital Adjustment

  • 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.

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

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Target Net Working Capital Amount means $5,000,000.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).

  • Target Working Capital Amount means $75,000,000.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Net Working Capital Target means $0.00.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Target Net Working Capital means $0.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Target Working Capital means $0.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Final Working Capital has the meaning set forth in Section 2.04(b).