Closing Date Net Working Capital Adjustment definition

Closing Date Net Working Capital Adjustment is defined in Section 2.3(c).

Closing Date Net Working Capital Adjustment means the amount, which may be positive or negative, equal to the Closing Date Net Working Capital minus the Target Closing Date Net Working Capital.

Closing Date Net Working Capital Adjustment means the amount, if any, of any increase or decrease to the Closing Date Payment as determined pursuant to clause (a) or (b) below, as applicable, and in each case, without duplication of the provisions of clause (i) of Section 1.9(a)

Examples of Closing Date Net Working Capital Adjustment in a sentence

• Unless Seller provides a Notice of Disagreement on or prior to the last day of the Review Period, (A) the Closing Date Net Working Capital Adjustment shall be deemed to set forth the final Net Working Capital Adjustment, (B) the Closing Date Cash shall be deemed to set forth the final Closing Cash, (C) the Excess Closing Cash Calculation shall be deemed to set for the final Excess Closing Cash and (D) the Purchase Price Calculation shall be deemed to set forth the final Purchase Price.

• Within ninety (90) days after the Closing Date, Parent shall deliver to the Sellers a statement (the “Parent’s Statement”) setting forth its calculation of the Purchase Price (including the Closing Date Net Working Capital Adjustment Amount, the Closing Date Cash Amount and the RGGI Adjustment Amount) together with reasonable supporting information and calculations.

• The aggregate purchase price (the “Purchase Price”) shall be equal to the Base Purchase Price, plus or minus (as applicable) the Closing Date Net Working Capital Adjustment, plus the Closing Date Cash, plus the Closing Date Debt, plus the Closing Date Company Transaction Expenses, plus Equityholders’ Representative Expense Funds, plus the amount of any Earnout Payments.

• In the event any such notice of disagreement is timely provided, Buyer and Seller shall use commercially reasonable efforts for a period of forty-five (45) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of the Closing Date Net Working Capital, the Closing Date Net Working Capital Adjustment, the Closing Date Indebtedness, the Closing Date Cash and the Closing Date Transaction Expenses.

• Unless the Seller provides a Notice of Disagreement on or prior to the last day of the Review Period, (A) the Closing Date Net Working Capital Adjustment shall be deemed to set forth the final Net Working Capital Adjustment, (B) the Closing Date Cash shall be deemed to set forth the final Closing Date Cash, (C) the Excess Closing Cash Calculation shall be deemed to set forth the final Excess Closing Date Cash and (D) the Purchase Price Calculation shall be deemed to set forth the final Purchase Price.

• Within 60 days after the Closing Date, Buyer will cause to be prepared and delivered to Seller a statement (the “Preliminary Closing Statement”) setting forth in reasonable detail Buyer’s good faith written calculation of: (i) Closing Date Net Working Capital and the Closing Date Net Working Capital Adjustment; and (ii) the resulting Final Closing Cash Payment derived therefrom.

• The definition of and all references to the "Closing Date Net Working Capital Adjustment" in Sections I and 4.5(a) of the Agreement and in all other sections and provisions of the Agreement and in the KDI D/H Delivered Documents, the Purchaser Delivered Documents and the Seller Delivered is amended Documents and restated in its entirety to read and mean "6/30/96 Net Working Capital Adjustment".

• Within ninety (90) days after the Closing Date, Purchaser shall deliver to the Sellers a statement (the “Purchaser’s Statement”) setting forth its calculation of the Purchase Price (including the Closing Date Net Working Capital Adjustment Amount, the RGGI Adjustment Amount and the Closing Date Net Indebtedness Amount) together with reasonable supporting information and calculations.

• The Dispute Notice shall set forth in reasonable detail the basis for the Dispute, the amount(s) involved and Purchaser’s good faith determination of the (i) Closing Date Net Working Capital, Closing Date Indebtedness and Transaction Expenses, (ii) Closing Date Net Working Capital Adjustment Amount and (iii) on the basis of the foregoing, a calculation of the Purchase Price.

• Unless Seller provides a Notice of Disagreement on or prior to the last day of the Review Period, (A) the Closing Date Net Working Capital Adjustment shall be deemed to set forth the final Net Working Capital Adjustment, (B) the Closing Date Cash shall be deemed to set forth the final Closing Date Cash, (C) the Excess Closing Cash Calculation shall be deemed to set forth the final Excess Closing Cash and (D) the Purchase Price Calculation shall be deemed to set forth the final Purchase Price.

More Definitions of Closing Date Net Working Capital Adjustment

Closing Date Net Working Capital Adjustment means (i) the amount, if any, by which the Target Amount exceeds Final Closing Date Net Working Capital, shall result in a corresponding dollar-for-dollar decrease in the Final Closing Cash Payment, and (ii) the amount, if any, by which the Final Closing Date Net Working Capital exceeds the Target Amount, shall result in a corresponding dollar-for-dollar increase in the Final Closing Cash Payment.

Closing Date Net Working Capital Adjustment has the meaning set forth in Section 4.5(a).

Closing Date Net Working Capital Adjustment shall have the meaning set forth in Section 1.03 (b)(iii) of this Agreement.

Closing Date Net Working Capital Adjustment means (i) the amount, if any, by which the Target amount exceeds final Closing date Net Working Capital, shall result in a corresponding dollar-for-dollar decrease in the final Closing Cash payment, and (ii) the amount, if any, by which the final Closing date Net Working Capital exceeds the Target amount, shall result in a corresponding dollar-for-dollar increase in the final Closing Cash payment.

Closing Date Net Working Capital Adjustment. For the avoidance of doubt, if the Closing Date Net Working Capital is greater than the Minimum Net Working Capital, there shall be no adjustment of the Purchase Price.