Final Adjusted Net Working Capital definition

Final Adjusted Net Working Capital means the amount of Adjusted Net Working Capital as finally determined in accordance with the provisions of Section 2.6(d) or Section 2.6(e) (Purchase Price Adjustment).
Sample 1
Final Adjusted Net Working Capital has the meaning set forth in Section 2.13(b)(ii).
Sample 1Sample 2
Final Adjusted Net Working Capital has the meaning set forth in Section 2.3(e). “Final Order” means an action taken or Order issued by the applicable Government Authority as to which: (i) no request for stay of the action or Order is pending, no such stay is in effect, and, if any deadline for filing any such request is designated by statute or regulation, it is passed, including any extensions thereof; (ii) no petition for rehearing or reconsideration of the action or Order, or protest of any kind, is pending before the Government Authority and the time for filing any such petition or protest is passed; (iii) the Government Authority does not have the action or Order under reconsideration or review on its own motion and the time for such reconsideration or review has passed; and (iv) the action or Order is not then under judicial review, there is no notice of appeal or other application for judicial review pending, and the deadline for filing such notice of appeal or other application for judicial review has passed, including any extensions thereof.
Sample 1

Examples of Final Adjusted Net Working Capital in a sentence

  • In connection with the preparation of the Final Closing Statement and the determination of the Purchase Price pursuant to Section 2.13(b), (i) the Final Adjusted Net Working Capital and Cash shall be determined based on the Final Closing Date Balance Sheets, (ii) the amount of any Indebtedness shall be determined based on the outstanding Indebtedness on the Closing Date and (iii) the amount of any Assumed Clinic Debt shall equal the principal amount thereof plus any accrued interest on the Closing Date.

  • In the event the Sellers’ Representative does not provide a Protest Notice to Buyer within thirty (30) days of Buyer’s delivery of the deliverables specified in Section 2.13(b) to the Sellers’ Representative, the Sellers’ Representative shall be deemed to have accepted in full the Final Closing Statement (which sets forth the calculation of the final Purchase Price and the final Per Share Price) and the Final Adjusted Net Working Capital.

  • Buyer shall cause the Companies to provide Seller and its designees access (during normal business hours) to all materials, Records and personnel of the Companies reasonably necessary for Seller to verify the amount of the Final Adjusted Net Working Capital.

  • If the Final Adjusted Net Working Capital is greater than the Estimated Net Working Capital, then Parent shall pay to the PDI Shareholders an amount equal to such excess, by wire transfer of immediately available funds within five Business Days.

  • If Parent and the Member Representatives resolve their disagreements in accordance with the foregoing sentence, the Estimated Adjusted Net Working Capital with those modifications, if any, to which Parent and the Member Representatives shall have agreed shall be deemed to be the Final Adjusted Net Working Capital.

  • If the Final Adjusted Net Working Capital (as determined in accordance with this Section 1.3) is greater than the Adjusted Net Working Capital Benchmark, the Members shall be entitled to receive (in accordance with the Member Allocation) from Parent, in cash and without interest thereon, an amount equal to the amount by which the Final Adjusted Net Working Capital exceeds the Adjusted Net Working Capital Benchmark on a dollar-for-dollar basis.

  • If no such notice is sent within such 30-day period, then the initial calculation of the Adjusted Net Working Capital shall constitute the "Final Adjusted Net Working Capital".

  • Such report will be final and binding upon the Parties hereto and shall be deemed to be the Final Adjusted Net Working Capital.

  • If the Final Adjusted Net Working Capital is less than the Adjusted Net Working Capital Benchmark (such amount, the “Working Capital Shortfall”), Parent shall be entitled to receive from each Member, in cash and without interest thereon, an amount equal to its pro rata share determined in accordance with the Member Allocation) of the amount by which the Adjusted Net Working Capital Benchmark exceeds the Final Adjusted Net Working Capital on a dollar-for-dollar basis.

  • If the Final Adjusted Net Working Capital is less than the Estimated Net Working Capital, then the PDI Shareholders shall pay to Parent an amount equal to such difference, by wire transfer of immediately available funds within five Business Days.


More Definitions of Final Adjusted Net Working Capital

Final Adjusted Net Working Capital has the meaning given such term in Section 3.2(d)(iii).
Sample 1
Final Adjusted Net Working Capital accompanied by the consolidated balance sheet of the Companies as of the Measurement Time, prepared in accordance with GAAP and the Companies’ past practices, consistently applied, except for adjustments expressly provided for by this Agreement (and without giving effect to any material adjusting journal entries recommended by KPMG LLP in connection with its audit of the Companies’ financial statements for the year ended April 30, 2011 that are not consistent with the Companies’ past practices or that appear to be intended to relate to, or to be motivated by, the change of control of Lion effected pursuant to this Agreement) (the “Closing Balance Sheet”). Buyer shall cause the Companies to provide Seller and its designees access (during normal business hours) to all materials, Records and personnel of the Companies reasonably necessary for Seller to verify the amount of the Final Adjusted Net Working Capital. The calculation of the Final Adjusted Net Working Capital and the Closing Balance Sheet submitted by Buyer to Seller shall become final and binding upon Seller 30 days after it is delivered to Seller (the “Review Period”), unless Seller, within the Review Period, provides written notice to Buyer disputing the amount of the Final Adjusted Net Working Capital or the Closing Balance Sheet setting forth in detail the amounts in dispute and the reasons therefor (the “Protest Letter”), in which case the Final Adjusted Net Working Capital and the Closing Balance Sheet shall not be binding upon Seller and Buyer and such dispute shall be resolved pursuant to Section 3.2(d)(iv).
Sample 1
Final Adjusted Net Working Capital means (i) the Adjusted Net Working Capital as shown in the Closing Date Net Working Capital Statement if no objection notice with respect thereto is timely delivered by Seller to Buyer pursuant to Section 1.7(b)(i) or, (ii) if an objection notice is so timely delivered, (x) as agreed to by Buyer and Seller pursuant to Section 1.7(b)(i) or (y) in the absence of such agreement, the Independent Accounting Firm’s determination pursuant to Section 1.7(b)(ii).
Sample 1

Related to Final Adjusted Net Working Capital

  • 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.

  • 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 Net Working Capital has the meaning set forth in Section 2.3(a).

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

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

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • 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.

  • Target Net Working Capital Amount means $5,000,000.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • 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;

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Target Net Working Capital means $0.

  • Net Working Capital Target means $0.00.

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Target Working Capital Amount means $75,000,000.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).