Net Working Capital Adjustments definition

Net Working Capital Adjustments mean the adjustments to the Cash Consideration in respect of the Net Working Capital of the Companies as provided in Section 2.6.
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Net Working Capital Adjustments is defined in Section 1.5(h).
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Net Working Capital Adjustments means the adjustments to certain of the Net Working Capital accounts that are set forth on Schedule
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Examples of Net Working Capital Adjustments in a sentence

  • Within ninety (90) days after the Closing Date, Buyer will prepare and deliver to Seller a certificate (the “NWC Certificate”), signed by Buyer, certifying Buyer’s good faith determination of the actual Net Working Capital of the Company as of the Closing Date, and identifying any Net Working Capital Adjustments to the Purchase Price as a result of the actual Net Working Capital as of the Closing Date being greater than (or less than) Target Net Working Capital.

  • Notwithstanding the foregoing and in addition to the provisions of Subsections 4.01(a) - (e), if at any time within one year following Closing either party discovers any items which should have been included in the Net Working Capital Adjustments but which were omitted therefrom, or any error in the computation of such adjustments, or any items not previously capable of determination, such items or error shall be properly adjusted as of Closing without interest thereon.

  • Sale and Purchase of the Shares 11 2.2 Closing 11 2.3 Intentionally omitted 12 2.4 Net Cash and Net Working Capital Adjustments 12 2.5 Adjustments 13 2.6 Withholding Taxes 14 3.1 Organization 15 3.2 Due Authorization, Execution and Delivery 15 3.3 Title to Shares; Capitalization; etc.

  • Sale and Purchase of the Shares 11 2.2. Closing 11 2.3. CSI Existing Indebtedness 12 2.4. Net Cash and Net Working Capital Adjustments 12 2.5. Withholding Taxes 14 3.1. Organization 14 3.2. Due Authorization, Execution and Delivery 14 3.3. Title to Shares; Capitalization; etc.

  • SECTION 2.1 Sale of Shares 18 SECTION 2.2 Closing 18 SECTION 2.3 Net Working Capital Adjustments.

  • Sale and Purchase of the Shares 11 2.2 Closing 11 2.3 RCP Existing Indebtedness 13 2.4 Net Cash and Net Working Capital Adjustments 13 2.5 Withholding Taxes 15 3.1 Organization 15 3.2 Due Authorization, Execution and Delivery 16 3.3 Title to Shares; Capitalization; etc.

  • EXHIBIT D: Net Working Capital Adjustments and Illustrative Calculation EXHIBIT E: Customer Information THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 16, 2021, by and among Streamline Health Solutions, Inc., a Delaware corporation (“Buyer”), Avelead Consulting, LLC, a Georgia limited liability company (the “Company”), Jxxxx Xxxxxx, an individual and resident of the State of Georgia (“J.

  • The aggregate purchase price payable for the Assets shall be Three Million Seven Hundred and Seven Thousand Two Hundred Dollars ($3,707,200) ($1,400 for 2,648 Basic Subscribers w/EBU and 2,146 Expanded Basic Service Subscribers), as adjusted at the Closing by the amount of Net Working Capital Adjustments, and pursuant to Section 3.3(a) (the "Purchase Price"), and as further adjusted post-Closing pursuant to Sections 3.3(b), 3.6, (as so adjusted, the "Adjusted Purchase Price").

  • The aggregate purchase price payable for the Assets shall be Six Million Nine Hundred Thirty Eight Thousand Four Hundred Dollars ($6,938,400), as adjusted at the Closing by the amount of Net Working Capital Adjustments, and pursuant to Section 3.3(a) (the "Purchase Price"), and as further adjusted post-Closing pursuant to Section 3.3(b) (as so adjusted, the "Adjusted Purchase Price").

  • Section 3.1. Effect on Capital Stock Section 3.2. Indebtedness and Net Working Capital Adjustments.


More Definitions of Net Working Capital Adjustments

Net Working Capital Adjustments means the adjustments to be used in connection with the preparation of the Pro Forma Net Working Capital Statement and the
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Net Working Capital Adjustments shall have the meaning set forth in Section 2.6(b).
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Related to Net Working Capital Adjustments

  • 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).

  • 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.

  • 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;

  • 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.

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

  • 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).

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

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

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

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

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

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

  • Net Working Capital Target means $0.00.

  • 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.

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

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

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

  • 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.

  • Target Working Capital means $0.

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

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

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