Final NWC Adjustment definition

Final NWC Adjustment means the amount by which the Final Net Working Capital (as set forth on the Final Statement of Net Working Capital) is greater than or less than the Reference Working Capital, and (ii) the term “NWC True-Up” shall mean the amount equal to the Final NWC Adjustment (expressed as a positive number, if such adjustment amount was positive, and as a negative number, if such adjustment amount was negative) minus the Closing NWC Adjustment (expressed as a positive number, if such adjustment amount was positive, and as a negative number, if such adjustment amount was negative). For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number). If the NWC True-Up amount is a positive number, the Buyer shall pay such positive amount, plus interest computed at the rate declared on the Closing Date by PNC Bank, National Association as its “base rate” (calculated on the basis of 365 days and the actual number of days elapsed, the “Prime Rate”) for the period from the Closing Date to the date of such payment, by wire transfer of immediately available funds to an account designated by the Seller. If the NWC True-Up amount is a negative number, the Seller shall pay such negative amount, plus interest computed at the Prime Rate for the period from the Closing Date to the date of such payment, by wire transfer of immediately available funds to an account designated by the Buyer. In each case, such payment shall be made within three Business Days after the date on which the Final Net Working Capital Statement is determined.
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Final NWC Adjustment has the meaning set forth in Section 2.5(d).
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Final NWC Adjustment means an amount equal to (a) the sum of the Final Working Capital minus the Target Working Capital, if the Final Working Capital exceeds the Target Working Capital, (b) the sum of the Target Working Capital minus the Final Working Capital, reflected as a negative number, if the Target Working Capital exceeds the Final Working Capital or (c) $0, if neither (a) nor (b) applies.
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Examples of Final NWC Adjustment in a sentence

  • The purchase price for the Purchased Assets is $21,250,000, plus the Final NWC Adjustment (such sum, the “Purchase Price”), payable as and when provided in this Article III.

  • For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number).

  • Any such payment not made within thirty (30) days after the determination of the Final NWC Adjustment will bear interest from such determination date through the date of actual payment at a rate equal to the “Reference Rate”.

  • If the Final NWC Adjustment is less than the Estimated NWC Adjustment, then Sellers shall refund such shortfall to Buyer.

  • The data in this study highlights the lengths that a firm can go to in order to sell their product at different prices to different people.

  • If the Final NWC Adjustment exceeds the Estimated NWC Adjustment, then Buyer shall pay such excess to Agent for the account of Sellers.

  • The Final NWC, the Final NWC Adjustment, the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, the Final Adjusted Purchase Price and the Post-Closing Adjustment Amount (collectively, the “Final Calculations”) shall be prepared in accordance with Section 2.6(e).

  • If neither Party serves written notice by 30 September under this clause, the Provisional NWC Adjustment shall be deemed to be agreed as the Final NWC Adjustment.

  • For the avoidance of doubt, the Final NWC Adjustment may be a negative number.

  • If during the course of such verification and adjustment procedure the Parties shall agree the Provisional NWC Adjustment (or any final changes to it) then the Provisional NWC Adjustment (as amended) shall be deemed to be the Final NWC Adjustment.


More Definitions of Final NWC Adjustment

Final NWC Adjustment means (i) the absolute value of the difference of (x) the sum of the Final NWC and the Initial NWC Adjustment and (y) the Minimum NWC, if the Final NWC is less than zero, or (ii) the Initial NWC Adjustment, if the Final NWC is zero or greater than zero.
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Related to Final NWC Adjustment

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Spread Adjustment means 100 basis points.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Lot line adjustment means the relocation of the property boundary line in a

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Cost of Living Adjustment or “COLA” means a percentage-based general wage increase adjustment provided in accordance with this memorandum of agreement. COLA is an upward adjustment applied to and folded into all wage rates. The "annualized average of BC CPI over twelve months” (AABC CPI) means the Latest 12-month Average Index % Change reported by BC Stats in March for British Columbia for the twelve months starting at the beginning of March in the preceding year and concluding at the end of the following February. The “Latest 12-month Average Index”, as defined by BC Stats, is a 12-month moving average of the BC consumer price indexes of the most recent 12 months. This figure is calculated by averaging index levels over the applicable 12 months. The Latest 12-month Average Index % Change is reported publicly by BC Stats in the monthly BC Stats Consumer Price Index Highlights report. The BC Stats Consumer Price Index Highlights report released in mid-March will contain the applicable figure for the 12 months concluding at the end of February. The percentage change reported by BC Stats that will form the basis for determining any COLA increase is calculated to one decimal point. For reference purposes only, the annualized average of BC CPI over 12 months from March 1, 2021 to February 28, 2022 was 3.4%.

  • 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.

  • Contract Term Adjustment means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection.