Final Closing Working Capital Adjustment definition

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.
Sample 1Sample 2Sample 3
Final Closing Working Capital Adjustment which may be positive or negative, means (i) the Final Closing Working Capital, less (ii) the Estimated Closing Working Capital.
Sample 1
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).
Sample 1Sample 2

Examples of Final Closing Working Capital Adjustment in a sentence

  • For purposes of clarification, DEI and Seller may examine the accuracy of any matter described in the Adjustment Statement and submit the Adjustment Statement Objection regardless of whether Buyer's estimated Final Closing Working Capital Adjustment Amount or estimated Final Subsequent Closing Working Capital Adjustment Amount set forth in the Adjustment Statement is positive, negative or zero.

  • Leading Learning, Teaching, and Curriculum — 3 hrs.(Tailored for teacher leaders in American international schools) Extensive study in the knowledge and skills needed by teacher leaders to help lead the development and delivery of curriculum, assessment and instruction focused on student achievement.

  • In connection with the resolution of the disagreement, the Auditor shall allow Buyer and Seller to present their respective positions regarding the elements of the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount in dispute.

  • 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.

  • In the event Seller does not provide such a notice of disagreement within such thirty (30) day period, Seller shall be deemed to have accepted the calculations of the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder.

  • In the event that the Final Closing Working Capital Adjustment Amount is a negative number, then within five (5) days after the Symphony Determination Date Seller shall pay to Buyer an amount equal to the absolute value of the Final Closing Working Capital Adjustment Amount, together with any interest earned thereon calculated at a rate of 6% per annum starting from the Closing Date and through the date of payment.

  • In the event any such notice of disagreement is timely provided by Seller, Seller and Buyer shall negotiate in good faith for a period of thirty (30) days (or such longer period as the Buyer and Seller may mutually agree) to resolve any disagreements with respect to the calculation of the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount.

  • Upon delivery of the statement of Final Closing Working Capital, if Seller disagrees with the calculation of the Final Closing Working Capital or any element of the Closing Balance Sheet relevant thereto that would result in a change to the Final Closing Working Capital Adjustment Amount, it shall notify Buyer of such disagreement in writing within thirty (30) days after its receipt of the Closing Balance Sheet which notice shall set forth in detail the particulars of such disagreement.

  • For purposes of this Agreement, “Final Aggregate Purchase Price” means (i) the Base Purchase Price, (ii) plus Final Closing Cash, minus (iii) Final Closing Indebtedness, minus (iv) Final Closing Non-Controlling Interest, minus (v) Final Closing Transaction Expenses, minus (vi) the Escrow Amount, minus (vii) the Holder Representative Expense Fund Amount, plus (viii) the Final Closing Working Capital Adjustment, plus (ix) the Aggregate Option Exercise Price, plus (x) the Aggregate Threshold Amount.

  • Buyer and the Sellers’ Representative each agrees that they shall not engage, or agree to engage, the Accountant prior to the resolution of the matters contemplated by this Section 2.5 to perform any services other than as the Accountant pursuant hereto until the Closing Statement and Final Closing Working Capital Adjustment have been finally determined pursuant to this Section 2.5. Buyer and the Sellers’ Representative each agrees to execute, if requested by the Accountant, a reasonable engagement letter.


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).
Sample 1

Related to Final Closing Working Capital Adjustment

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

  • 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 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 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 (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;

  • 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 2.6(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.

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

  • 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.

  • 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 $75,000,000.

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

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

  • 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 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 $5,000,000.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • 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.

  • 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(a).

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