Examples of Closing Net Working Capital Target in a sentence
No later than sixty (60) days after the Closing Date, Buyer shall deliver to Seller: a statement (the “Initial Post-Closing Statement”), in the same format as the Reference Closing Statement, setting forth Buyer’s calculation of the Closing Net Working Capital, Target Working Capital and Closing Cash as of the Effective Time, and of the Closing Transaction Expenses and Closing Indebtedness as of the Closing.
As used herein, “Estimated Working Capital Adjustment Amount” means, (A) if the amount of the Estimated Closing Net Working Capital is greater than the Closing Net Working Capital Target, the dollar amount of such difference (expressed as a positive number) and (B) if the amount of the Estimated Closing Net Working Capital is less than the Closing Net Working Capital Target, the dollar amount of such difference (expressed as a negative number).
Any severance costs related to such actions shall first be paid from the severance deposits or reserves established by the Company with any remaining severance costs or other related termination costs being paid by such Company Employee’s employing entity following the Closing (or if required by Applicable Law or under applicable employment agreement to be paid prior to Closing, shall be paid by such Company Employee’s prior to Closing and reduced in full from the Closing Net Working Capital Target).
An amount equal to (i) $150,000,000, plus (ii) the amount, if any, by which the Estimated Net Working Capital exceeds the Closing Net Working Capital Target by more than the Net Working Capital Collar Amount, minus(iii) the amount, if any, by which the Closing Net Working Capital Target exceeds the Estimated Net Working Capital by more than the Net Working Capital Collar Amount, plus (iv) the Estimated Net Cash, minus (v) the Estimated Indebtedness, and minus (vi) the Estimated Transaction Expenses.
If the Estimated Net Working Capital is less than $650,000 (the “Closing Net Working Capital Target”), the Cash Purchase Price initially payable at the Closing shall be reduced by the amount by which the Closing Net Working Capital Target exceeds the Estimated Net Working Capital (the “Initial Net Working Capital Deficiency”).