Final Closing Net Working Capital Amount means an amount equal to the product of (a) (i) the Net Book Value of the current assets of the portion of the Business conducted in the Final Closing Territory and listed on Section B-2 of the Disclosure Schedule, including all cash located in the Subject Equipment as reflected in the full service change fund, less (ii) the Net Book Value of the current liabilities of the portion of the Business conducted in the Final Closing Territory and listed on Section B-2 of the Disclosure Schedule, in each case, as of the Final Closing Date and determined in accordance with the guidelines set forth on Section B-1 of the Disclosure Schedule and in accordance with the Final Closing Financial Information and the Agreed Financial Methodology, multiplied by (b) the Final Closing Volume Percentage.

Final Closing Net Working Capital Amount has the meaning specified in Section 2.5(d).

Examples of Final Closing Net Working Capital Amount in a sentence

The “ Final Closing Net Working Capital Amount ” shall be the final, binding and nonappealable amount of Closing Net Working Capital pursuant to the terms of this Section 1.11.
Andrews shall be liable for and pay any and all Taxes imposed (A) on any Andrews Party for any taxable period or (B) with respect to the operation of the Business or the ownership or use of the Transferred Assets at or prior to the Closing; provided, however, that Andrews shall not be liable for or pay (i) Transfer Taxes described in Section 9.2(a)(iv) or (ii) any Taxes to the extent taken into account in calculating the Final Closing Net Working Capital Amount.

More Definitions of Final Closing Net Working Capital Amount

Final Closing Net Working Capital Amount means an amount equal to the product of (a) (i) the Net Book Value of the current assets of the portion of the Business conducted at the Final Closing Facilities and listed on Section B-2 of the Disclosure Schedule, less (ii) the Net Book Value of the current liabilities of the portion of the Business conducted at the Final Closing Facilities and listed on Section B-2 of the Disclosure Schedule, in each case, as of the Final Closing Date and determined in accordance with the guidelines set forth on Section B-1 of the Disclosure Schedule and in accordance with the Final Closing Financial Information and the Agreed Financial Methodology, multiplied by (b) the Final Closing Volume Percentage.

Final Closing Net Working Capital Amount shall be the final, binding and nonappealable amount of Closing Net Working Capital pursuant to the terms of this Section 1.11. If the Estimated Net Working Capital Surplus, if any, is greater than the Final Net Working Capital Surplus, if any, or if the Final Net Working Capital Deficit, if any, is greater than the Estimated Net Working Capital Deficit, if any, then within five (5) Business Days after such final determination, Parent and the Stockholder Representative shall direct the Escrow Agent to deliver to Parent from the Escrow Fund an aggregate amount of cash equal to the amount of such excess (the “Post-Closing Net Working Capital Deficit Amount”). If the Estimated Net Working Capital Surplus, if any, is less than the Final Net Working Capital Surplus, if any, or if the Final Net Working Capital Deficit, if any, is less than the Estimated Net Working Capital Deficit, if any, then within five (5) Business Days after such final determination, Parent shall deliver to the Escrow Agent an aggregate amount of cash equal to the amount of such excess (the “Post-Closing Net Working Capital Surplus Amount”) for deposit into the Escrow Fund with such excess amount to be released in accordance with the terms of the Escrow Agreement.

Final Closing Net Working Capital Amount means (i) if the Stockholder Representative does not provide a timely Adjustment Dispute Notice to Buyer in accordance with the terms hereof, the Net Working Capital set forth on the Final Adjustment Statement in the form initially provided by Buyer to the Stockholder Representative pursuant to Section 2.8(b), (ii) if any disputed matters regarding the Net Working Capital set forth on the Final Adjustment Statement are duly submitted to the Independent Accounting Firm, the Net Working Capital set forth on the Final Adjustment Statement initially provided by Buyer to the Stockholder Representative pursuant to Section 2.8(b), as adjusted to reflect any disputed matters resolved by Buyer and the Stockholder Representative in writing and the Independent Accounting Firm’s resolution of the remaining disputed matters in accordance with the terms hereof, or (iii) in any event, the Final Closing Net Working Capital Amount as agreed to by Buyer and the Stockholder Representative in writing. Once determined in accordance with the terms hereof, the Final Closing Net Working Capital Amount shall be final and binding on the parties hereto, the Stockholders and the Bonus Plan Participants.

Related to Final Closing Net Working Capital Amount

Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Target Working Capital Amount means $162,000,000.
Target Net Working Capital Amount means $0.
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.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Working Capital Amount shall have the meaning specified in Section 3.4(e).
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).
Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
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.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).
Consolidated Working Capital Adjustment means, for any period 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.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Net Working Capital Target means $0.00.
Target Working Capital has the meaning set forth in Section 2.06(a)(ii).
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Working Capital Deficit means the amount by which the Net Working Capital is less than 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;
Target Net Working Capital means $36,500,000.
Working Capital Target has the meaning set forth in Section 1.3(b).
Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

Final Closing Net Working Capital Amount definition

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