Final Target Working Capital definition

Final Target Working Capital means the Target Working Capital as finally determined pursuant to this Section 2.8 (whether by failure of SpinCo to deliver a Target Working Capital Notice of Objection, by agreement of Moon and SpinCo or by determination of the Unaffiliated Accounting Firm).
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Final Target Working Capital means the final and binding Target Working Capital Ratio. Working capital is defined as current assets less current liabilities. The Working Capital Ratio is determined by dividing current assets by current liabilities. The final working capital amounts to be agreed upon within 60 days of closing based upon the opening balance sheet as of the Closing Date. For purposes of the working capital calculation, the $3 million value associated with the promissory note payable to CUI Global, shall be excluded from both the current assets ($3 million reduction) and the current liabilities ($3 million reduction) for the working capital ratio calculation. The intent of removing this $3 million from both sides of the formula is to not improperly gross up or down the working capital ratio calculation.
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Final Target Working Capital means the amount of Target Working Capital as finally determined pursuant to Section 3.04.
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Examples of Final Target Working Capital in a sentence

  • By way of example, if the difference between Final Target Working Capital and Target Working Capital is a positive number the aggregate purchase price will increase; if the difference between Final Working Capital and Target Working Capital is a negative number the aggregate purchase price will decrease.

  • The difference between Final Target Working Capital and Target Working Capital will be treated up or down as an adjustment to the face amount of the Seller Notes described in Section 1.01(b)(iii) below.


More Definitions of Final Target Working Capital

Final Target Working Capital. “Final Working Capital,” “Final Cash,” “Final Indebtedness” and/or “Final Company Transaction Expenses” shall be the amounts agreed upon by them. If the parties fail to resolve their differences over the disputed items within such thirty (30) day period, then Purchaser and the Sellers’ Representative shall forthwith jointly request that the Chicago, Illinois office of Deloitte LLP (the “Accounting Arbitrator”) make a binding determination as to the disputed items in accordance with this Agreement.
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Final Target Working Capital the Accounting Arbitrator’s final calculation of Actual Working Capital shall be deemed the “Final Working Capital,” the Accounting Arbitrator’s final calculation of Actual Cash shall be deemed the “Final Cash,” the Accounting Arbitrator’s final calculation of Actual Indebtedness shall be deemed the “Final Indebtedness” and/or the Accounting Arbitrator’s final calculation of Actual Company Transaction Expenses shall be deemed the “Final Company Transaction Expenses.” The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Sellers (on a several and not joint basis, on a pro rata basis, based on the percentages set forth across from each Seller’s name on the Schedule of Sellers attached hereto (“Seller Pro Rata Share”)), on the other, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (i.e., such fees and expenses shall be equitably apportioned based on the extent to which the Purchaser, on the one hand, and the Sellers, on the other hand, are determined by the Accounting Arbitrator to be the prevailing party in the resolution of the disputed matters).
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Final Target Working Capital means the dollar value equal to the difference between (a) the product of (i) 1.21 and (ii) the dollar value of Current Liabilities (excluding short-term Unearned Revenue) minus (b) the dollar value of Current Liabilities (excluding short-term Unearned Revenue), in each case as at the close of business on the Closing Date and as set forth on the Closing Date Statement, as finally determined pursuant to Section 2.7. Notwithstanding the foregoing, Current Liabilities shall exclude all accrued items related to Taxes (including deferred Tax items) other than Taxes that will be Assumed Taxes if included on the ICS Business Closing Date Balance Sheet.
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Final Target Working Capital has the meaning given to it in Section 2.03(e).
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Final Target Working Capital. Section 2.4(c)
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Final Target Working Capital means the Target Working Capital, as reflected in the Closing Certificate, prepared in accordance withSections 2.13(d) and 2.13(e). “Final Transferred DSSP Assets Book Value” has the meaning set forth in Section 2.13(e).
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Related to Final Target Working Capital

  • Net Working Capital Target means $0.00.

  • Target Net Working Capital means $0.

  • Working Capital Target means $0.

  • Target Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Target Net Working Capital Amount means an amount equal to $23,085,000.00.

  • Target Working Capital Amount means $162,000,000.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

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

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Closing Date Net Working Capital has the meaning set forth in Section 2.7(a).

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • 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.

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

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

  • 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.

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Final Closing Working Capital has the meaning set forth in Section 2.4(e).

  • 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 Date Working Capital has the meaning specified in Section 2.3(b).

  • 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 open of business on the Closing Date.