Closing Net Working Capital Surplus definition

Closing Net Working Capital Surplus means the amount by which the Closing Net Working Capital exceeds the Estimated Net Working Capital.

Closing Net Working Capital Surplus means the amount, if any, by which the Company Net Working Capital exceeds Closing Net Working Capital Target as set forth in the Company Closing Financial Certificate.

Closing Net Working Capital Surplus has the meaning set forth in Section 1.2(a).

Examples of Closing Net Working Capital Surplus in a sentence

• If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, then Closing Indebtedness, Closing Cash and Closing Net Working Capital Surplus or Closing Net Working Capital Deficiency, as applicable, as set forth in such Final Balance Sheet, shall be deemed final and conclusive and shall be “Final Indebtedness,” “Final Company Transaction Costs,” “Final Cash” and “Final Net Working Capital Surplus” or “Final Net Working Capital Deficiency,” respectively.

• The Closing Statement will, with respect to the Closing Cash, the Closing Net Working Capital Surplus (if any), the Closing Net Working Capital Deficit (if any), the Closing Indebtedness and the Unpaid Sellers’ Transaction Expenses, be prepared in accordance with the definitions in this Agreement.

• For the avoidance of doubt, in no event shall the aggregate amount for any adjustment to the Cash Purchase Price contemplated by this Section 2.7 with respect to the Estimated Closing Net Working Capital Surplus and/or determination of Final Closing Net Working Capital result in a payment by the Purchaser to the Sellers of more than $2,000,000 (two million dollars).

• Subject to adjustment as provided herein, the aggregate purchase price for the Company Interests shall be $295,000,000 (the “Base Purchase Price”), minus (i) the amount of Closing Indebtedness, minus (ii) the amount of Specified Indebtedness, minus (iii) the Company Transaction Costs, minus (iv) the Closing Net Working Capital Deficiency, if any, plus (v) the Closing Net Working Capital Surplus, if any, plus (vi) the amount of Closing Cash (the “Purchase Price”).

• The percentage of the Closing Net Working Capital Surplus, if any, to be distributed to each Seller pursuant to this Section 1.5(b) shall be such Seller’s respective pro rata allocation set forth on Schedule I.

More Definitions of Closing Net Working Capital Surplus

Closing Net Working Capital Surplus means the amount, if any, by which (i) the Company Net Working Capital, as set forth in the Company Closing Financial Certificate, minus the Adjustment Threshold Amount exceeds (ii) the Closing Net Working Capital Target.

Closing Net Working Capital Surplus means the amount, if any, expressed as a positive number, by which the Company Closing Net Working Capital as set forth in the Closing Financial Certificate exceeds the Closing Net Working Capital Target; provided, however, that (i) if the Closing Net Working Capital Surplus is less than or equal to $1,000,000, then for all purposes of this Agreement, the Closing Net Working Capital Surplus shall be deemed to be zero and (ii) if the Closing Net Working Capital Surplus is greater than $1,000,000 (i.e., a more positive number), then for all purposes of this Agreement, only the excess amount beyond $1,000,000 will be counted as the Closing Net Working Capital Surplus. Exhibit A-4 sets forth an illustrative calculation of Closing Net Working Capital Surplus hereunder, and sets forth the principles by which such Closing Net Working Capital Surplus was calculated.

Closing Net Working Capital Surplus means an amount, if any, by which the Estimated Closing Net Working Capital Amount is greater than negative Two Million Two Hundred Eighty-Four Thousand Sixty-Nine Dollars (($2,284,069)).

Closing Net Working Capital Surplus means the amount, if any, by which (A) the Company Net Working Capital is greater than (B) the Closing Net Working Capital Target; provided that, any amount less than $500,000 of Closing Net Working Capital Surplus shall be deemed to be $0, and provided further that such amount shall be capped at $3,000,000 even in the event that such surplus exceeds $3,000,000.

Closing Net Working Capital Surplus means the amount by which Closing Net Working Capital as reflected on the Closing Balance Sheet exceeds SIX MILLION DOLLARS ($6,000,000).

Closing Net Working Capital Surplus means the amount by which the Closing Net Working Capital is greater than the WorkingCapital Threshold.

Closing Net Working Capital Surplus means the amount by which the Closing Net Working Capital exceeds the Estimated Net Working Capital. “Closing Transaction Expenses” means, as of the Calculation Time, the Transaction Expenses, calculated in accordance with the Agreed Principles. “COBRA” has the meaning set forth in Section 3.17(h). “Code” means the Internal Revenue Code of 1986, as amended. “Company Ancillary Agreements” means, collectively, each certificate to be delivered on behalf of the Company at the Closing and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement. “Company Balance Sheet” means the Company’s unaudited balance sheet as of the Balance Sheet Date included in the Company Financial Statements. “Company Benefit Arrangement” has the meaning set forth in Section 3.17(a). “Company Business” means the design, development, manufacture, distribution or sale of sports performance analysis and game enhancement technologies, including launch monitors, simulators, performance/entertainment software, and smart mobility solutions. “Company Charter Documents” has the meaning set forth in Section 3.1. “Company Data and Data Sets” has the meaning set forth in Section 3.14(g). “Company Disclosure Letter” has the meaning set forth in Section 6.9.