Final Net Working Capital Adjustment Amount definition

Final Net Working Capital Adjustment Amount means (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Net Working Capital Adjustment Amount set forth in the Closing Statement or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Net Working Capital Adjustment Amount, as agreed by Seller and Buyer pursuant to Section 1.2(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.2(c)(iii).

Final Net Working Capital Adjustment Amount has the meaning set forth in Section 2.5(d).

Final Net Working Capital Adjustment Amount means the amount, expressed as a positive or negative number, equal to (a) the amount of Net Working Capital as of the Effective Time calculated based on the Closing Date Balance Sheet as finally determined in accordance with Section 2.2 of this Agreement, minus (b) the “Net Working Capital” (as defined in the SPA) as finally determined in accordance with Section 2.3 of the SPA.

Examples of Final Net Working Capital Adjustment Amount in a sentence

• The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “Final Purchase Price”).

• The scope of disputes to be resolved by the Neutral Accountant shall be limited to each Disputed Item, and Buyer and Sellers’ Representative shall jointly instruct the Neutral Accountant to determine, on such basis, the extent, if any, to which the Final Net Working Capital Adjustment Amount set forth in the Final Balance Sheet Certificate requires adjustment.

• The election of the Divisional Sub-Branch President, Vice-President and Secretary shall be by postal ballot taken concurrently with the Divisional Branch quadrennial elections of the members attached to the Divisional Sub-Branch entitled to vote in accordance with sub rule 15.14.3 "Conduct of Elections".

• The Escrow Amount shall be held by the Escrow Agent in a separate account (the “Escrow Fund”) solely for purposes of (a) the payment to Parent of the Final Net Working Capital Adjustment Amount, if any such payment is required by Section 3.5(b)(iii)(A) hereof or (b) the payment to Parent in satisfaction of any indemnification or other claims of any Parent/MergerCo Indemnified Party required by Article IX.

• The aggregate consideration for the Transferred Subsidiaries Interests, Transferred Assets and Assumed Liabilities shall be an amount in cash equal to (i) the Enterprise Value, plus (ii) the Final Closing Date Cash, minus (iii) the Final Closing Date Indebtedness, minus (iv) the Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number) (the calculation resulting from clauses (i), (ii), (iii), (iv) and (v), the “Final Purchase Price”).

More Definitions of Final Net Working Capital Adjustment Amount

Final Net Working Capital Adjustment Amount means an amount (which may be positive, negative or equal to zero) equal to: (a) the Final Net Working Capital Amount; minus (b) the Target Net Working Capital Amount.

Final Net Working Capital Adjustment Amount means the amount equal to (a) the Final Net Working Capital, minus (b) the Target Net Working Capital (which amount will be (i) a positive number if the Final Net Working Capital exceeds the Target Net Working Capital and (ii) a negative number if the Final Net Working Capital is less than the Target Net Working Capital).

Final Net Working Capital Adjustment Amount means (i) if the Seller accepts the Closing Statement or the Seller fails to deliver an Objections Statement, in each case in accordance with Section 2.6(b), the Net Working Capital as set forth in the Closing Statement or (ii) if the Net Working Capital is resolved by the Buyer and the Seller or by submission of any Disputes to the Accounting Firm, as contemplated by Section 2.6(b), the Net Working Capital as so resolved. If the Final Net Working Capital Adjustment Amount is greater than the Estimated Net Working Capital Adjustment Amount, then the Buyer shall promptly (but in any event within five (5) Business Days following the determination of the Final Net Working Capital Adjustment Amount) deliver to the Seller, the amount of such excess by wire transfer of immediately available funds to an account or accounts designated by the Seller in writing. If the Final Net Working Capital Adjustment Amount is less than the Estimated Net Working Capital Adjustment Amount, then the Seller shall promptly (but in any event within five (5) Business Days following the determination of the Final Net Working Capital Adjustment Amount) deliver to the Buyer, the amount of such shortfall by wire transfer of immediately available funds to one or more accounts designated by the Buyer in writing. All payments made pursuant to this Section 2.6 shall be treated by all parties for tax purposes as adjustments to the Purchase Price, unless otherwise required by Law.

Final Net Working Capital Adjustment Amount means an amount equal to: (a) the Final Net Working Capital Amount; minus (b) the Target Net Working Capital Amount.

Final Net Working Capital Adjustment Amount means an amount determined as follows: (i) if the Closing Net Working Capital is less than the Target Net Working Capital Lower Limit, an amount equal to (A) the Closing Net Working Capital minus (B) the Target Net Working Capital (which shall be a negative number), (ii) if Closing Net Working Capital exceeds the Target Net Working Capital Upper Limit, an amount equal to (A) the Closing Net Working Capital, minus (B) the Net Working Capital Target (which shall be a positive number); and (iii) in the event Closing Net Working Capital is between the Target Net Working Capital Lower Limit and the Target Net Working Capital Upper Limit, then the Estimated Net Working Capital Adjustment Amount will be zero (0).

Final Net Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to (i) the Closing Date Net Working Capital, minus (ii) $1,727,568,000.

Final Net Working Capital Adjustment Amount means the amount, which may be positive or negative, equal to zero plus (a) the Final Net Working Capital Surplus, if any, minus (b) the Final Net Working Capital Deficit, if any, minus (c) the Estimated Net Working Capital Surplus, if any, plus