Closing Net Working Capital Adjustment definition

Closing Net Working Capital Adjustment has the meaning given such term in Section 2.6(b).

Closing Net Working Capital Adjustment means (i) the Closing Net Working Capital less (ii) the Target Net Working Capital (which amount may be a positive or negative number).

Closing Net Working Capital Adjustment is defined in Section 2.2(a).

Examples of Closing Net Working Capital Adjustment in a sentence

• Within 90 days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement setting forth its calculation of (i) Closing Net Working Capital, (ii) the Closing Net Working Capital Adjustment Amount, (iii) Closing Indebtedness, (iv) Closing Cash, (v) Unpaid Taxes, (vi) Transaction Expenses and (vii) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (vi) above, the “ Final Closing Statement”).

• The date on which Closing Net Working Capital, Closing Indebtedness, Closing Cash, the Closing Net Working Capital Adjustment Amount, Unpaid Taxes, Transaction Expenses and the Closing Purchase Price are finally determined in accordance with this Section 1.07(a)(vi) is hereinafter referred to as the “ Determination Date.” (b) Payments of Adjustment Amount.

• At the Closing, the Parent shall pay by wire transfer of immediately available funds to the accounts and in the amounts designated by the Shareholder an amount equal to (1) the Cash Amount of the Merger Consideration , minus (2) the Payoff Amount, minus (3) the Estimated Transaction Expenses, minus (4) the Escrow Amount, plus or minus (5) the Closing Net Working Capital Adjustment if an adjustment to the Cash Amount of the Merger Consideration is made pursuant to Section 1.2(b)(v) (the “Cash Amount”).

• The Closing Statement, the calculation of the Closing Net Working Capital, Closing Indebtedness, Closing Cash, the Closing Net Working Capital Adjustment, Stamp Duty and the Purchase Price set forth therein, shall become final and binding upon the parties hereto unless, within thirty (30) days following delivery thereof to the Seller, the Seller notifies the Buyer in writing of its objection thereto.

• The aggregate consideration to be paid by the Buyer to the Shareholders for the Shares (the “Purchase Price”) is$32,000,000 (i) plus or minus the Closing Net Working Capital Adjustment, as applicable, minus (c) the Specified Indebtedness.

More Definitions of Closing Net Working Capital Adjustment

Closing Net Working Capital Adjustment means (i) the Closing Net Working Capital minus (ii) the Net Working Capital Target.

Closing Net Working Capital Adjustment means the difference between the Preliminary Net Working Capital in the Preliminary Net Working Capital Certificate given pursuant to Section 1.2(c)(i) and the Target Net Working Capital (the “Adjustment Amount”). If the Preliminary Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Cash Amount of the Purchase Price shall be adjusted downward “dollar for dollar” in an amount equal to the Adjustment Amount. If the Preliminary Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchase Price shall be adjusted upward “dollar for dollar” in an amount equal to the Adjustment Amount.

Closing Net Working Capital Adjustment means the amount, which may be positive or negative, by which the aggregate value of (a) the Closing Net Working Capital Amount minus (b) the Closing Net Working Capital Target, without regard to whether such sum has a positive or negative sign, exceeds (c) the Closing Net Working Capital Threshold.

Closing Net Working Capital Adjustment means the difference of the following (which, for the avoidance of doubt, may result in a positive or negative number) (i) Closing Net Working Capital less (ii) Target Net Working Capital.

Closing Net Working Capital Adjustment means an amount equal to the Closing Net Working Capital minus the Target Working Capital.

Closing Net Working Capital Adjustment means the amount, if any, by which Estimated Working Capital exceeds Closing Working Capital; provided that if the Estimated Net Working Capital Adjustment is a positive number, in no event shall the Closing Net Working Capital Adjustment exceed (i) the Estimated Net Working Capital Adjustment plus (ii) the amount, if any, by which $5,000,000 exceeds the Closing Working Capital. For the avoidance of doubt, in no event shall the Closing Net Working Capital Adjustment exceed the aggregate value of the Held Back Shares.

Closing Net Working Capital Adjustment means the adjustment to the Purchase Price contemplated by Section 2.1(b)(ii).