Closing NWC Adjustment definition

Closing NWC Adjustment has the meaning set forth in Section 2.6(b).
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Closing NWC Adjustment means an amount equal to (a) the sum of the Estimated Working Capital minus the Target Working Capital, if the Estimated Working Capital exceeds the Target Working Capital, (b) the sum of the Target Working Capital minus the Estimated Working Capital, reflected as a negative number, if the Target Working Capital exceeds the Estimated Working Capital or (c) $0, if neither (a) nor (b) applies.
Sample 1
Closing NWC Adjustment means an amount equal to (a) the sum of the Estimated Working Capital minus the Target Working Capital, if the Estimated Working Capital exceeds the Target Working Capital, (b) the sum of the Target Working Capital minus the Estimated Working Capital, reflected as a negative number, if the Target Working Capital exceeds the Estimated Working Capital or (c) $0, if neither (a) nor
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Examples of Closing NWC Adjustment in a sentence

  • For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number).

  • No later than four (4) Business Days prior to the Closing Date, Seller shall prepare (or cause to be prepared) and deliver to Buyer a written statement setting forth in reasonable detail (i) good faith estimates of Net Working Capital, Transaction Expenses, Cash and Indebtedness of the Company as of 12:01 a.m., New York City time, on the Closing Date, and the calculations thereof, and (ii) the Closing NWC Adjustment (the “Projected Statement”).

  • Buyer shall pay (or cause to be paid) to Seller as the aggregate initial purchase price for the Company Units an amount in cash equal to the sum of (a) $340,000,000, plus (b) the Closing NWC Adjustment, plus (c) the amount of Cash reflected on the Projected Statement, minus (d) the amount of Indebtedness reflected on the Projected Statement, minus (e) the amount of Transaction Expenses reflected on the Projected Statement (the “Initial Purchase Price”).

  • Buyer shall pay (or cause to be paid) to Seller as the aggregate initial purchase price for the Company Units anamount in cash equal to the sum of (a) $340,000,000, plus (b) the Closing NWC Adjustment, plus (c) the amount of Cash reflected on the Projected Statement, minus (d) the amount of Indebtedness reflected on the Projected Statement, minus (e) the amount of Transaction Expenses reflected on the Projected Statement (the “Initial Purchase Price”).

  • No later than four (4) Business Days prior to the Closing Date, Seller shall prepare (orcause to be prepared) and deliver to Buyer a written statement setting forth in reasonable detail (i) good faith estimates of Net Working Capital, Transaction Expenses, Cash and Indebtedness of the Company as of 12:01 a.m., New York City time, on the Closing Date, and the calculations thereof, and (ii) the Closing NWC Adjustment (the “Proje cted Statement”).

  • The Escrow Deposit, together with any interest and other earnings thereon (collectively, the “Escrow Funds”), will be held during the Escrow Period (as defined below), to serve as a source of recovery for: (i) any Downward Post Closing NWC Adjustment pursuant to Section 2.5(c); and (ii) any indemnifiable Losses determined pursuant to Article X to be owed by the Seller to Purchaser Indemnified Parties under Section 7.2 or Article X.


More Definitions of Closing NWC Adjustment

Closing NWC Adjustment means the difference between Estimated NWC and the NWC Target; provided that if Estimated NWC is more than the NWC Target, the Closing NWC Adjustment will increase Closing Cash Consideration and if Estimated NWC is less than the NWC Target, the Closing NWC Adjustment will decrease Closing Cash Consideration.
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Related to Closing NWC Adjustment

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Spread Adjustment means 100 basis points.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.