Final Closing Working Capital Adjustment shall be an amount (whether positive or negative) equal to the difference of: (a) the Final Closing Working Capital, minus (b) the Target Working Capital; provided that the Final Closing Working Capital Adjustment shall be an amount equal to zero Dollars ($0) in the event the Final Closing Working Capital is determined to be an amount greater than $4,294,034 and less than $4,746,038.

Final Closing Working Capital Adjustment means the amount, which may be positive or negative, equal to the Closing Working Capital minus the Closing Working Capital Target, provided, however, that if such amount is greater than negative $50,000 and less than $50,000, the Final Closing Working Capital Adjustment shall be deemed to be $0.

Final Closing Working Capital Adjustment means (i) Final Closing Working Capital minus (ii) Base Working Capital (which, for the avoidance of doubt, shall be a negative number if Final Closing Working Capital is less than Base Working Capital).

Examples of Final Closing Working Capital Adjustment in a sentence

If the Final Closing Working Capital Adjustment Amount is a negative amount, then Buyer shall be entitled to prompt payment from the Adjustment Escrow Fund of the absolute value of such amount; provided that if the Adjustment Escrow Amount is less than the amount to be paid to Buyer, then Buyer shall be entitled to receive such excess amount from the Indemnification Escrow Fund.
Other than in the case of Fraud, the Parties agree that the procedures set forth in this Section 2.13 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Working Capital and the Final Closing Working Capital Adjustment Amount; provided, that this provision shall not prohibit the Buyer or the Shareholders’ Representative from instituting litigation to enforce a ruling of the Auditor.
If the Final Closing Working Capital Adjustment Amount is a positive amount, then Buyer shall promptly pay the Paying Agent, for distribution to the Company Holders or to the Surviving Corporation for amounts to be paid through payroll, according to the applicable percentages set forth on Schedule I, such amount due to them, if any.
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More Definitions of Final Closing Working Capital Adjustment

Final Closing Working Capital Adjustment means Closing Working Capital Adjustment (i) as shown in Buyer’s calculation delivered pursuant to Section 2.5(b) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.5(c), or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer and the Sellers’ Representative pursuant to Section 2.5(d) or (B) in the absence of such agreement, as shown in the Accountant’s calculation delivered pursuant to Section 2.5(d); provided, however, that in no event shall Final Closing Working Capital Adjustment be less than Buyer’s calculation of Closing Working Capital Adjustment delivered pursuant to Section 2.5(b) or more than the Sellers’ Representative’ calculation of Closing Working Capital Adjustment delivered pursuant to Section 2.5(c).

Final Closing Working Capital Adjustment means the Final Closing Working Capital minus the Working Capital Target.

Final Closing Working Capital Adjustment means the sum of (A) either (1) if the Target Working Capital exceeds the Final Closing Working Capital, the amount, if any, by which the difference between the Target Working Capital and the Final Closing Working Capital exceeds $-500,000.00 (which amount shall be a negative number) and (2) if the Final Closing Working Capital exceeds the Target Working Capital, the amount, if any, by which the difference between the Final Closing Working Capital and the Target Working Capital exceeds $500,000.00 (which amount shall be a positive number), and (B) minus the Closing Working Capital Adjustment (which may be a negative number).

Related to Final Closing Working Capital Adjustment

Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
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.
Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
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 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;
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
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 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.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Target Working Capital Amount means $162,000,000.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Working Capital Amount shall have the meaning specified in Section 3.4(e).
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
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.
Target Net Working Capital Amount means $0.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Working Capital Advance has the meaning specified in Section 2.01(c).
Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net Working Capital.
Working Capital Escrow Amount means $500,000.

Final Closing Working Capital Adjustment definition

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