Negative Working Capital Adjustment definition

Negative Working Capital Adjustment has the meaning set forth in Section 2.6(d).
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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.
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Negative Working Capital Adjustment means the amount by which Estimated Working Capital is less than the Working Capital Target.
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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.

  • Parent and the Company Interest 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 Payment Amount 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”).

  • If funds are insufficient in the Escrow Account to make such payment to Buyer, because for example, the Final Working Capital Balance is less than zero, then Seller shall wire transfer to Buyer to the account or accounts specified by Buyer immediately available funds in an amount equal to the difference between the Negative Working Capital Adjustment and the Aggregate Escrow Amount.

  • For purposes of this Agreement, “Final Adjusted Purchase Price” means the Purchase Price plus the amount of the Positive Working Capital Adjustment, if any, plus the amount paid to Xxxxxx pursuant to Section 1.3(b)(xii), if any, minus the amount of the Negative Working Capital Adjustment, if any.

  • If the Stockholder Representative Committee delivers a Stockholder Adjustment Notice within such time period, the Buyer and the Stockholder Representative Committee (on behalf of the Stockholders) will attempt in good faith to resolve and finally determine and agree upon the Closing Working Capital and the Positive Working Capital Adjustment Amount or the Negative Working Capital Adjustment Amount, as applicable.

  • 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").

  • If the Estimated Closing Working Capital is less than the Target Working Capital, then the Closing Cash Payment shall be reduced by the amount of the deficiency (such deficiency is referred to as the "Estimated Negative Working Capital Adjustment Amount").

  • If a Negative Working Capital Adjustment is determined with finality under this Section, RCC will, no later than 10 business days after NCI makes a written request therefor, pay that Negative Working Capital Adjustment in cash to NCI.

  • The Negative Working Capital Adjustment shall equal the amount, if any, that the Trade Payables exceed the Accounts Receivable and Prepaids.


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
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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).
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Negative Working Capital Adjustment has the meaning set forth in Section ‎2.3(d) of the Agreement.
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Negative Working Capital Adjustment means the amount, if any, by which (i) $42,896,000.00 exceeds (ii) the Purchase Date Working Capital.
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Negative Working Capital Adjustment has the meaning ascribed to it in AMOUNT" Clause 3A.1.1;
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Related to Negative Working Capital Adjustment

  • 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.

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

  • 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;

  • 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.

  • 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.

  • 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.

  • 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.

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

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

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

  • 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).

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

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

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

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

  • 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.

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

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

  • Net Working Capital Target means $0.00.

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

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

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

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

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