Negative Working Capital Adjustment definition

Negative Working Capital Adjustment means the amount, if any, by which Estimated Working Capital is less than the Working Capital Target.

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Negative Working Capital Adjustment means, in the event that the Net Working Capital is a negative amount, the absolute value of such amount.

Negative Working Capital Adjustment has the meaning set forth in Section 2.13.1.

Examples of Negative Working Capital Adjustment in a sentence

• The aggregate amount of consideration to be paid by Buyer to Seller or its designee(s) for the sale of the Interest (the “Purchase Price”), subject to the terms of this Agreement, shall consist of an amount in cash equal to the sum of (a) $300,000,000 (the “Base Purchase Price”), minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any), and plus (e) the Final Closing Cash.

• The Negative Working Capital Adjustment on Closing shall be the estimate as of the Closing Date by the Purchaser’s Accountants and agreed upon by the Vendors’ Accountants and the Purchaser’s Accountants, acting reasonably and having regard to the Pre-Closing Date Statements and other operating information from the Business (the "Negative Working Capital Estimate").

• In the event of a Negative Working Capital Adjustment, Seller shall pay the adjustment to Purchaser by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser within five (5) Business Days following the Determination Date.

• Parent and the Shareholder Representative shall, within two (2) Business Days after the date on which the Negative Working Capital Adjustment is determined, direct the Escrow Agent to release to Parent from the Escrow Amount an amount equal to the Negative Working Capital Adjustment.

• If the Estimated Closing Working Capital is less than the Target Working Capital, then the Closing Cash Payment shall be reduced on a dollar-for-dollar basis by the amount of the deficiency (such deficiency is referred to as the “Estimated Negative Working Capital Adjustment Amount”).

More Definitions of Negative Working Capital Adjustment

Negative Working Capital Adjustment has the meaning set forth in Section 2.9(f). “Net Margin” means normalized EBITDA of the Business, including (x) any bonuses paid to employees and other service providers of the Business, other than any “integration bonus” (as contemplated by any Employment Agreement) and (y) costs under Section 2.11 (including under the Transition Services Agreement) and excluding (1) any charges, costs or expenses relating to the Purchaser’s acquisition of the Business (including without limitation, any charges, costs or expenses relating to the assignment or transition of any Contracts from the Sellers to the Purchaser or its Affiliates, and any accounting, legal or other advisor costs or fees relating to such acquisition), (2) labor costs or overhead expenses for any existing employees or service providers of the Purchaser whose duties are not primarily related to the Business and (3) any “integration bonus” (as contemplated by any Key Executive Employment Agreement). “NL Employee” has the meaning set forth in Section 5.14(b). “Noncompetition Agreements” has the meaning set forth in Section 2.8(a)(v). “Non-Recourse Party” has the meaning set forth in Section 12.16. “Objection Notice” has the meaning set forth in Section 9.3(a). “OFAC” has the meaning set forth in Section 3.24(c). “Open Source Software” means any Software that is licensed, distributed or conveyed as “open source software,” “copyleft” or under a similar licensing or distribution model, or under a Contract that requires as a condition of its use, modification or distribution that it, or other Software that is derived from or linked to such Software or into which such Software is incorporated or integrated or with which such Software is combined or distributed, be disclosed or distributed in source code form, delivered at no charge or be licensed, distributed or conveyed under the same terms as such Contract (including Software licensed under the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla

Negative Working Capital Adjustment means the amount, if any, by which the Company's Closing Date Working Capital is more negative than ($1,702,237).

Negative Working Capital Adjustment means, in the event that the Net Working Capital is a negative amount, the absolute value of such

Negative Working Capital Adjustment has the meaning ascribed to it in AMOUNT" Clause 3A.1.1;

Negative Working Capital Adjustment shall have the meaning assigned to such term in SECTION 2.5(b)(iii).

Negative Working Capital Adjustment is defined in Section 2.12(a).

Negative Working Capital Adjustment has the meaning set forth in Section ‎2.3(d) of the Agreement.