Net Working Capital Difference definition

Net Working Capital Difference means the amount (which may be negative, positive or zero) equal to (1) Net Working Capital as of the Purchase Price Measurement Time, minus (2) Target Net Working Capital.
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Net Working Capital Difference means (i) if the Net Working Capital is less than the Target Working Capital, the negative difference between the Net Working Capital and the Target Working Capital, (ii) if the Net Working Capital is equal to the Target Working Capital, zero; and (iii) if the Net Working Capital is more than the Target Working Capital, the positive difference between the Net Working Capital and the Target Working Capital.
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Net Working Capital Difference has the meaning given to it in Section 2.2(b).
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Examples of Net Working Capital Difference in a sentence

  • Research on workplace flexibility, work-life balance, and accommodations has demonstrated the importance and efficacy of workplace policies and practices that support employees in temporary or long-term solutions to alternative work arrangements and job modifications for all types of employees.

  • As such, to the extent the Target Group has any Net Working Capital Difference and Net Debt Difference as of the First Closing Date, there shall be an adjustment payment equal to the Post-Closing Adjustment Amount that is payable either from the Seller and Founder to the Buyer, or vice versa, in each case calculated pursuant to this Article 3.

  • To the extent the final Closing Net Working Capital (after adjustments) is below $105,000.00, the Seller shall remit to the Buyer the amount of the Net Working Capital Difference from the Cash Consideration.

  • The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving accounting disputes relative to the determination of Net Working Capital Difference.

  • The Estimated Adjustment Amount Statement shall (i) with respect to the Estimated Net Cash calculation and the Estimated Net Working Capital Difference calculation, be prepared in accordance with IFRS applied on a basis consistent with the preparation of the Financial Statements and in substantially the same form as the reference statement set forth in Schedule 2.6 of the Disclosure Schedules and (ii) be certified by a director of the Company.

  • The Purchase Price to be paid by the Buyer for the Acquired Assets shall be (a) $5,000,000 less the Net Working Capital Difference, if any, in cash (the “Cash Consideration”), and (b) 5,375,000 shares (the “Shares”) of Buyer Common Stock.

  • The Adjustment Amount Statement shall (i) with respect to the Net Cash calculation and the Net Working Capital Difference calculation, be prepared in accordance with IFRS applied on a basis consistent with the preparation of the Financial Statements and in substantially the same form as the reference statement set forth in Schedule 2.6 of the Disclosure Schedules and (ii) be certified by a financial officer of the Company.

  • If Net Working Capital is a deficit amount, and such deficit amount is less than $150,000, or if Net Working Capital is zero or a positive amount, then the Net Working Capital Difference shall be expressed as a negative number.


More Definitions of Net Working Capital Difference

Net Working Capital Difference means the amount, if any, by which Closing Net Working Capital (as adjusted for Retained Liabilities and Excluded Assets) is less than $105,000.00,
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Net Working Capital Difference shall have the meaning set forth in Section 5.24(c).
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Net Working Capital Difference means an amount equal to: First Closing Net Working Capital minus RMB 645,243,000. “Non-Compete Period shall have the meaning set forth in Article 9.1(a). “Non-Target-Group Entity” shall mean any entity that is controlled by any Seller Shareholder but is not a Target Group Member. “Offshore Escrow Account” shall mean an escrow account denominated in RMB that is opened in the Buyer's name at The Hongkong and Shanghai Banking Corporation (Hongkong office) in accordance with the Offshore Escrow Agreement. “Offshore Escrow Agent” shall mean The Hongkong and Shanghai Banking Corporation (Hongkong office). “Offshore Escrow Agreement” shall mean the escrow agreement in the form agreed and set out in Part 1 of Exhibit N. “Onshore Escrow Account” shall mean a "designated RMB account for mergers and acquisitions transaction" opened in the Seller's name at HSBC Bank (China) Company Limited (Shanghai branch), which has been duly approved by the People's Bank of China and/or SAFE to: (a) receive the Offshore Escrow Agent's remittance of the First Tranche Payment, and (b) hold the Indemnity Escrow Amount in accordance with the Onshore Escrow Agreement. “Onshore Escrow Agent” shall mean HSBC Bank (China) Company Limited. “Onshore Escrow Agreement” shall mean the escrow agreement in the form agreed and set out in Part 2 of Exhibit N. “Owned Real Properties” shall have the meaning set forth in Article 8.2(b)(i). “Parties” and “Party” shall have the meaning set forth in the Preamble. “Permits” shall mean all permits, licenses, concessions, grants, franchises, registrations, variances, authorizations, consents, orders, certificates, inspections, certifications and/or approvals required by and/or otherwise made available by any Governmental Authority. “Personal Properties” shall have the meaning set forth in Article 8.2(c). “Personal Properties Audit List" shall have the meaning set forth in Article 4.4(b). “Post-Closing Adjustment Amount” shall mean an amount (positive or negative) equal to the sum of:
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Net Working Capital Difference means an amount equal to: First Closing Net Working Capital minus RMB 645,243,000.
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Net Working Capital Difference has the meaning set out in Clause 3.1.1(d);
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Related to Net Working Capital Difference

  • 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.

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • 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 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.

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

  • Net Working Capital Target means $0.00.

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

  • Target Net Working Capital means $0.

  • 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;

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

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

  • Target Working Capital means $0.

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

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

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

  • Working Capital Target means $0.

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

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

  • 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.