Final Working Capital Deficiency definition

Final Working Capital Deficiency shall have the meaning ascribed in Section 2.6(b).
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Final Working Capital Deficiency means the extent, if any, to which the Target Working Capital exceeds the Final Closing Date Working Capital.
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Final Working Capital Deficiency. If the Final Net Working Capital is greater than the Target Working Capital Maximum, such excess shall be referred to as the “Final Working Capital Overage”. The Final Closing Statement shall be prepared in accordance with the Accounting Principles and shall, except as explicitly set forth in the Accounting Principles (A) not include any changes in assets or liabilities as a result of purchase accounting or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement (the “Transactions”), (B) be based on facts and circumstances as they exist immediately prior to the Closing and shall exclude the effect of any act, decision or event occurring after the Closing (but including any liabilities or obligations existing prior to the Closing that may be triggered solely by the Closing), (C) not reflect, directly or indirectly, any additional reserve or accrual that is not reflected in the latest Company Financial Statements, (D) calculate any reserves, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month, and (E) not give effect to the Transactions or any financing obtained or to be obtained by Buyer or any of its Affiliates (including the Company following the Closing) or any other transaction entered into by Buyer or any of its Affiliates (including the Company following the Closing) or any other facts unique or particular to Buyer or any of its Affiliates or any of their respective assets or liabilities. The Parties agree that the purpose of preparing the Final Closing Statement and determining the Final Net Working Capital and the related Closing Date Consideration adjustment contemplated by this Section 2.3 is to measure the amount of change (if any) between the Estimated Closing Statement and the Final Closing Statement, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Final Closing Statement or determining the Final Net Working Capital, the Final Closing Cash Balance, the Final Company Debt and the Final Selling Expenses. If Buyer does not deliver the Final Closing Statement to Seller Representative within ninety (90) days after the Closing Date, then, at the election of Seller Representative, either (x)...
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Examples of Final Working Capital Deficiency in a sentence

  • The Base Consideration shall be reduced by the Final Working Capital Deficiency, if any, or increased by the Final Working Capital Surplus, if any.

  • The parties acknowledge and agree that in certain circumstances the Call Option Exercise Price shall be (1) reduced by the per share amount of any Final Working Capital Deficiency, if any, or (2) increased by the per share amount of any Final Working Capital Surplus, if any, in each case pursuant to the terms and conditions set forth in Section 1.7 of the Purchase Agreement.

  • The parties acknowledge and agree that in certain circumstances the Put Option Exercise Price shall be (1) reduced by the per share amount of any Final Working Capital Deficiency, if any, or (2) increased by the per share amount of any Final Working Capital Surplus, if any, in each case pursuant to the terms and conditions set forth in Section 1.7 of the Purchase Agreement.

  • The Referee shall determine Final Indebtedness, Final Working Capital Surplus or Final Working Capital Deficiency, as applicable, and the Final Cash Surplus, within thirty (30) days after the objections that remain in dispute are submitted to it.

  • The Referee shall determine the disputed portions of Final Indebtedness, Final Unpaid Company Transaction Costs and/or Final Working Capital Surplus or Final Working Capital Deficiency within thirty (30) days after the objections that remain in dispute are submitted to it.

  • The amount, if any, by which the amount of the total current liabilities exceeds the amount of the total current assets of the Newspapers as set forth on the Final Working Capital Statement is referred herein as the "Final Working Capital Deficiency".

  • The Referee shall be jointly instructed by the Parties to determine any unresolved items of the Final Balance Sheet, Final Cash, Final Debt, Final Working Capital and Final Working Capital Surplus or Final Working Capital Deficiency within thirty (30) days after the objections that remain in dispute are submitted to it.

  • Other commentators would positively welcome this (e.g. Nick Raynsford) and see this as the natural outcome of devolution.Other than in London, progress with all spatial strategies has been disappointing.

  • The Seller Representative and Buyer agree to request that the Referee determine the disputed portions of Final Indebtedness, Final Cash, Final Working Capital Surplus or Final Working Capital Deficiency and Final Company Transaction Costs within thirty (30) days after the objections that remain in dispute are submitted to it.

  • The Referee shall determine any unresolved items of Final Cash, Final Unpaid Company Transaction Costs and Final Working Capital Surplus or Final Working Capital Deficiency within 30 days after the objections that remain in dispute are submitted to it, and the Referee shall limit its review and determination to the unresolved items set forth in the Objection Notice.


More Definitions of Final Working Capital Deficiency

Final Working Capital Deficiency respectively and as applicable. If the Representative delivers the 28 Objection Notice within such thirty day (30) period, then Pioneer Investment and the Representative shall endeavor in good faith to resolve the objections, for a period not to exceed fifteen (15) days from the date of delivery of the Objection Notice. The Representative shall afford Pioneer Investment and the Surviving Entity and their representatives the opportunity to examine any Objection Notice, and such supporting schedules, analyses, workpapers, and other underlying records or documentation as are reasonably requested and necessary and appropriate. The Representative shall cooperate with Pioneer Investment, the Surviving Entity and their representatives in such examination, including providing answers to questions asked by Pioneer Investment, the Surviving Entity and their representatives and promptly making available to Pioneer Investment, the Surviving Entity and their representatives any copies of records reasonably requested and necessary and appropriate. If at the end of the fifteen day (15) period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to a nationally recognized accounting firm to be selected jointly by the Representative and Pioneer Investment within the following five (5) Business Days (such jointly selected accounting firm the “Referee”). The Referee shall be jointly instructed by the Parties to determine any unresolved items of the Final Balance Sheet, Final Cash, Final Debt, Final Working Capital and Final Working Capital Surplus or Final Working Capital Deficiency within thirty (30) days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such workpapers and other documents and information relating to such objections as the Referee may request and are available to that Party or its subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any objection that remains in dispute, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by any Party or less than the smallest value ...
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Final Working Capital Deficiency shall exist when (and shall be equal to the amount by which) the Target Working Capital exceeds the Final Working Capital.
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Related to Final Working Capital Deficiency

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

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

  • 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).

  • 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;

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

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

  • 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.

  • Target Working Capital Amount means $75,000,000.

  • 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.

  • 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.

  • 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.

  • 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.

  • Target Net Working Capital Amount means $5,000,000.

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

  • Working Capital Target means $0.

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

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

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

  • 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.

  • Net Working Capital Target means $0.00.

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Working Capital Escrow Amount means $2,000,000.

  • 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.

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

  • Working Capital Advance has the meaning specified in Section 2.01(a).