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 has the meaning set forth in Section 2.3(a).
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
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).
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.
The Cash Amount payable to the Company shall be reduced by: (i) any payments made in connection with the release of the Liens outstanding as of the Closing pursuant to Section 1.01(d), (ii) any payments made in connection with the payoff of liabilities outstanding as of the Closing pursuant to Schedule 1.02(a), (iii) any Initial Working Capital Adjustment (as defined below) (if less than $0), and (iv) the amount by which 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 excess or shortfall of the cash portion of the Acquired Assets versus the Customer Deposits portion of the Assumed Liabilities is illustrated on Schedule 1.05(e).
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.
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 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) shall equal the Pre-Closing Working Capital. On or about the Transfer Time, Flamingo shall conduct a cash count and a drop of 100 percent of the gaming device “hoppers” and Flamingo shall provide reasonable advance notice to Flamingo Buyer thereof and a representative of Flamingo Buyer may, subject to applicable Gaming Laws, if any, be present to observe such hxxxxx drop if it so elects. Such cash count and hxxxxx drop shall be used in the preparation of the Working Capital Statement.
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. (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.
Initial Working Capital Adjustment means an increase by the amount, if any, by which the Closing Working Capital is less than $10,000,000, or a decrease by the amount, if any, by which the Closing Working Capital is more than $12,000,000. The “Working Capital Adjustment Amount” means the amount equal to: (i) $10,000,000; plus or minus (as applicable) (ii) the Initial Working Capital Adjustment; minus (iii) (A) the amount of any Current Liabilities (1) which Seller has paid directly pursuant to Section 2.03(a) or (2) for which Seller has reimbursed Purchaser pursuant to Section 2.03(a)); (B) the amount of any rent credited to Purchaser for the Xxxxxx Street Premises under Section 5.09; and (C) the amount or value of any other sums paid or services provided by Seller to Purchaser, for which Seller and Purchaser hereafter agree that Seller is entitled to a credit under this Section 2.03(e). If the Working Capital Adjustment Amount is a positive number, Seller shall pay the amount thereof to Purchaser. If the Working Capital Adjustment Amount is a negative number, Purchaser shall pay the absolute value thereof to Seller. Any payment hereunder shall be made within two (2) business days of its final determination by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be.
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 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.