Final Working Capital Overage definition

Final Working Capital Overage shall exist when (and shall be equal to the amount by which) the Closing Date Working Capital exceeds the Target Working Capital.
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Final Working Capital Overage has the meaning set forth in Section 2.4(e).
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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) Seller Representative may prepare and present the Final Closing Statement within an additional thirty (30) days thereafter, or (y) the Estimated Closing Stat...
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More Definitions of Final Working Capital Overage

Final Working Capital Overage means the Working Capital Overage as finally agreed or determined in accordance with Section 2.7(b).
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Final Working Capital Overage means the amount, if any, by which Final Net Working Capital exceeds $170,000,000.
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Final Working Capital Overage means the excess, if any, of the Final Working Capital over the Working Capital Estimate.
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Related to Final Working Capital Overage

  • 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).

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

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

  • 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.

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

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

  • 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.

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

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

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

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

  • Base Working Capital means $25,000,000.

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

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

  • Working Capital Target means $0.

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

  • Working Capital Facility means, at any time, the aggregate amount of the Working Capital Lenders' Working Capital Commitments at such time.

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

  • Working Capital Loan has the meaning specified in Section 2.1(c).