Initial Working Capital Adjustment definition

Initial Working Capital Adjustment has the meaning set forth in Section 2.3(a).

Initial Working Capital Adjustment means, (a) in the event the estimated Closing Net Working Capital set forth in the Initial Closing Statement exceeds the Target Closing Net Working Capital, an increase to the Initial Cash Consideration equal to the absolute difference between the estimated Closing Net Working Capital set forth in the Initial Closing Statement and the Target Closing Net Working Capital; and (b) in the event the estimated Closing Net Working Capital set forth in the Initial Closing Statement is less than the Target Closing Net Working Capital, a decrease in the Initial Cash Consideration equal to the absolute difference between the estimated Closing Net Working Capital set forth in the Initial Closing Statement and the Target Closing Net Working Capital.

Initial Working Capital Adjustment. (which may be a positive or negative number) shall equal (i) if the Pre-Closing Working Capital Estimate is greater than the Working Capital Target, the positive number that is the amount of such excess (which shall be added to the Base Purchase Price pursuant to Section 2.1(a)) and (ii) if the Pre-Closing Working Capital Estimate is less than the Working Capital Target, the amount of such difference (the absolute value of which shall be subtracted from the Base Purchase Price pursuant to Section 2.1(a)).

Examples of Initial Working Capital Adjustment in a sentence

• At the Closing, the Cash Amount shall be reduced by (1) the amount of the Initial Working Capital Adjustment (if less than $0) and (2) the amount, if any, that the cash portion of the Acquired Assets is less than the Minimum Cash Amount.

• For purposes of clarification, the effect of the Initial Working Capital Adjustment, Final Working Capital Adjustment, and the excess or shortfall of the Minimum Cash Amount is illustrated on Schedule 1.05(c).

• In lieu of the final full adjustments of Acquired Cash or Working Capital at Closing, the amount of the Closing Cash Payment to be delivered by Buyer at Closing shall be calculated using the Initial Acquired Cash Adjustment and Initial Working Capital Adjustment as determined in accordance with Section 2.3, with a subsequent Final Acquired Cash Adjustment and Final Working Capital Adjustment as provided for in Section 2.4.

• For the avoidance of doubt, in calculating the Purchase Price, if the Working Capital Adjustment or Initial Working Capital Adjustment, as applicable, shall (i) be a positive number then the amount thereof shall be added to the Base Purchase Price or (ii) be a negative number then the amount thereof shall be subtracted from the Base Purchase Price.

• At the Closing, the Cash Amount shall be reduced by the amount of the Initial Working Capital Adjustment (if less than $0) and the Cash Amount shall be further reduced by the amount, if any, that the cash portion of the Acquired Assets is less than the Customer Deposits portion of the Assumed Liabilities.

More Definitions of Initial Working Capital Adjustment

Initial Working Capital Adjustment means, (a) in the event the estimated Closing Net Working Capital set forth in the Initial Closing Statement exceeds the Target Closing Net Working Capital, an increase to the Initial Cash Consideration equal to the absolute difference

Initial Working Capital Adjustment means, (a) in the event the estimated Closing Net Working Capital set forth in the Closing Statement exceeds the Target Closing Net Working Capital, the increase to the Initial Purchase Price equal to the absolute difference between the estimated Closing Net Working Capital set forth in the Closing Statement and the Target Closing Net Working Capital; and (b) in the event the estimated Closing Net Working Capital set forth in CH\1406641 the Closing Statement is less than the Target Closing Net Working Capital, the reduction in the Initial Purchase Price equal to the absolute difference between the estimated Closing Net Working Capital set forth in the Closing Statement and the Target Closing Net Working Capital; provided that if the estimated Closing Net Working Capital is within $675,000 of the Target Closing Net Working Capital, neither Buyer nor the Selling Shareholders shall pay any amount to the other in connection with the Initial Working Capital Adjustment.

Initial Working Capital Adjustment. (which may be a positive or negative number but shall in no event exceed Ten Million Dollars ($10,000,000)) shall equal (i) if the Pre-Closing Working Capital is greater than the Working Capital Benchmark, the positive number that is the amount of such excess (which shall be added to the Base Purchase Price pursuant to Section 2.1), and (ii) if the Pre-Closing Working Capital is less than the Working Capital Benchmark, the negative number that is the amount of such difference (which shall be subtracted from the Base Purchase Price pursuant to Section 2.1).

Initial Working Capital Adjustment. (which may be a positive or negative number) shall equal (i) if the Pre-Closing Working Capital is greater than the Working Capital Benchmark, the positive number that is the amount of such excess (which shall be added to the Base Purchase Price pursuant to Section 2.1), and (ii) if the Pre-Closing Working Capital is less than the Working Capital Benchmark, the negative number that is the amount of such difference (which shall be subtracted from the Base Purchase Price pursuant to Section 2.1). On or about the Closing Date, Seller shall conduct a cash count and a drop of approximately ten percent (10%) of the gaming device “hoppers” and Seller shall provide reasonable advance notice to Buyer thereof and a Representative of Buyer may, subject to applicable Gaming Laws, if any, be present to observe such cash count and xxxxxx drop if it so elects. Such cash count and xxxxxx drop (with the drop for one hundred percent (100%) of such hoppers being derived from such ten percent (10%) drop) shall be used in the preparation of the Working Capital Statement.

Initial Working Capital Adjustment has the meaning set forth in §2(f), below.

Initial Working Capital Adjustment means the variance in the calculation of Net Working Capital between the Target Working Capital and the Net Working Capital on the Initial Working Capital Schedule.

Initial Working Capital Adjustment. (which may be a positive or negative number) shall equal the Pre-Closing Working Capital. On or about the Closing Date Seller shall conduct a cash count and a drop of approximately 10 percent of the gaming device “hoppers” and Seller shall provide reasonable advance notice to Buyer thereof and a Representative of Buyer may, subject to applicable Gaming Laws, if any, be present to observe such cash count and hxxxxx drop if it so elects. Such cash count and hxxxxx drop (with the drop for 100 percent of such hoppers being derived from such 10 percent drop) shall be used in the preparation of the Working Capital Statement.