Final Closing Net Working Capital Adjustment definition

Final Closing Net Working Capital Adjustment means the positive or negative amount by which the Final Closing Net Working Capital differs from the Final Target Working Capital.
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Final Closing Net Working Capital Adjustment has the meaning set forth in Section 2.2.3.3 of this Agreement.
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Final Closing Net Working Capital Adjustment. “Final Closing Indebtedness”, “Final Block 21 Bank Accounts, Paneling and PIP Reserve Amount”, “Final Closing Cash” and “Final Company Transaction Expenses” mean the Closing Net Working Capital Adjustment, Closing Indebtedness, Block 21 Bank Accounts, Paneling and PIP Reserve, Closing Cash and Company Transaction Expenses, in each case, (i) as shown in the Company’s calculation delivered pursuant to Section 2.6(a), if no Objections Statement with respect thereto is duly delivered pursuant to Section 2.6(b); or (ii) if such an Objections Statement is delivered, (A) as agreed by the Company and Purchaser pursuant to Section 2.6(c) or (B) in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 2.6(c).
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Examples of Final Closing Net Working Capital Adjustment in a sentence

  • The Closing Balance Sheet, the Closing Net Working Capital, and the Final Closing Net Working Capital Adjustment Amount shall be prepared consistently with the Applicable Accounting Practices, including the accounting principles, methodologies, policies and procedures used in the example calculation of Target Net Working Capital set forth on Schedule 2.7.

  • The Final Closing Net Working Capital Adjustment rendered under this Agreement shall be conclusive, final and binding on the Parties as to the financial statement accounts set forth therein.

  • Neither Buyer nor its Affiliates shall be entitled to indemnification under this Section 7.6(n) with respect to the amount of any liability for Taxes to the extent that such amount is expressly reflected as a Current Liability in the calculation of Final Closing Net Working Capital Adjustment Amount.


More Definitions of Final Closing Net Working Capital Adjustment

Final Closing Net Working Capital Adjustment and “Final Closing Indebtedness” mean the Closing Cash, the Unpaid Transaction Expenses, Closing Net Working Capital Adjustment and Closing Indebtedness, in each case, as shown in Parent’s calculation delivered pursuant to Section 2.09(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.09(b); or if such a notice of disagreement is delivered, as agreed by Parent and the Equityholders’ Representative pursuant to Section 2.09(c) or in the absence of such agreement, as shown in the Accounting Referee’s determination delivered pursuant to Section 2.09(d) (absent fraud or manifest error).
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Related to Final Closing Net Working Capital Adjustment

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

  • 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.

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

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

  • 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.

  • 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.

  • 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;

  • 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.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

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

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

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

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

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

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

  • 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.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • 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).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Net Working Capital Target means $0.00.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

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

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Working Capital Target means $0.