Closing Date Working Capital Adjustment definition

Closing Date Working Capital Adjustment means an amount equal to (i) Closing Date Working Capital minus (ii) Target Working Capital.

Closing Date Working Capital Adjustment means (whether a positive or negative number) the amount of the Working Capital Adjustment as derived from the Closing Statement minus the Estimated Working Capital Adjustment.

Closing Date Working Capital Adjustment has the meaning set forth in the Credit Agreement.

Examples of Closing Date Working Capital Adjustment in a sentence

• All intercompany and Affiliate receivables or liabilities will be treated as shareholders’ equity and will be excluded from the Closing Date Working Capital Adjustment and will not be assumed by Buyer.

• Subject to the conditions contained in this Agreement, and in consideration of the sale of the Acquired Assets as set forth herein, Buyer agrees to pay the Purchase Price to Sellers, at Closing, in an amount equal to One-Hundred Fifteen Million dollars ($115,000,000.00) (the “Base Purchase Price”), as adjusted by the Closing Date Working Capital Adjustment pursuant to Section 1.6 below (the “Purchase Price”).

• In computing the Closing Date Working Capital Adjustment, components of the Closing Date Balance Sheet (as defined in Section 1.6(c)) shall be derived from subsidiary ledgers maintained in accordance with Sellers’ historical accounting practices which reflect accrual basis accounting and are utilized by Xxxxxx Publishing in the preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).

• Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board of Directors; provided that the Company shall distribute amounts received in respect of the Closing Date Working Capital Adjustment to the Member.

• The Member will make a contribution of cash and/or property (a “Capital Contribution”) to the Company on the Closing Date in the amount set forth on Schedule A hereto; provided that any amounts returned to the Member in respect of the Closing Date Working Capital Adjustment will be deemed to be an adjustment to such Capital Contribution.

More Definitions of Closing Date Working Capital Adjustment

Closing Date Working Capital Adjustment as set forth in Section 3.5(b).

Closing Date Working Capital Adjustment has the meaning set forth in Section 2.6(b)(i).

Closing Date Working Capital Adjustment means an amount, if any, which may be a positive or negative number, by which the Closing Working Capital (a) is less than negative $13,000,000 or (b) is greater than negative $11,000,000; then in either case, only such surplus or deficit, as the case may be, shall be the Closing Date Working Capital Adjustment.

Closing Date Working Capital Adjustment means the excess of Company’s Cash and Cash Equivalents balances as of the Closing Date over $15,000,000, provided that the Closing Date Working Capital Adjustment shall not exceed $18,000,000.

Closing Date Working Capital Adjustment. Amount” which may be positive or negative, means the Closing Date Net Working Capital minus the Target Closing Net Working Capital.

Closing Date Working Capital Adjustment means an amount equal to (i) Closing Date Working Capital m inus (ii) Target Working Capital. “Closing Notice” shall have the meaning set forth in Section 2.04.

Closing Date Working Capital Adjustment means the positive or negative amount, Canadian dollars, obtained by subtracting the Working Capital Target from the value of the Working Capital as set forth on the Estimated Closing Statement.