Net Working Capital Excess definition

Net Working Capital Excess means the amount, if any, by which the Net Working Capital exceeds the Target Net Working Capital.

Net Working Capital Excess shall have the meaning set forth in Section 2.5(b)(i).

Net Working Capital Excess means the excess, if any, of (i) the Net Working Capital as of the date of the Closing Balance Sheet, less (ii) (A) Thirty-Seven Million and One Hundred Thousand Dollars ($37,100,000), less (B) the Swap Adjustment Amount.

Examples of Net Working Capital Excess in a sentence

• If the Estimated Net Working Capital is greater than Thirty Five Million Dollars ($35,000,000), such excess amount shall be the “Estimated Net Working Capital Excess Amount.” If the Estimated Net Working Capital is less than Thirty Million Dollars ($30,000,000), the difference shall be the “Estimated Net Working Capital Deficiency Amount.” All such estimates prepared pursuant to this Section 2.8(a) shall be prepared in accordance with the Accounting Principles to the extent applicable.

• If the amount of Net Working Capital on the Conclusive Net Working Capital Statement is greater than the Estimated Net Working Capital (the "Final Net Working Capital Excess Amount"), Splitco shall pay to Parent an amount in cash equal to the Final Net Working Capital Excess Amount.

• The purchase price for the Initial Transferred Equity Interests shall be an amount in Dollars equal to the Base Amount, as adjusted by the Closing Cash Amount, the Closing Net Working Capital Excess Amount, the Closing Net Working Capital Deficiency Amount, the Closing Funded Indebtedness, and the Closing Transaction Related Expenses, in each case as applicable and in accordance with Sections 2.6 and 2.13.

• In the event that no Closing Statement Objection is delivered to Buyer pursuant to this Section 2.4(e), the Preliminary Closing Statement shall be considered the Final Closing Statement for all purposes hereunder, and the applicable Party shall pay (i) the Closing Net Working Capital Deficiency Amount or the Closing Net Working Capital Excess Amount, as applicable, pursuant to Section 2.4(g); (ii) any excess or deficiency applicable to the Company Closing Payments pursuant to Section 2.4(h); or (iii) both.

• If the Estimated Net Working Capital is greater than the Assumed Net Working Capital (the amount by which the Estimated Net Working Capital exceeds the Assumed Net Working Capital being referred to herein as the “Estimated Net Working Capital Excess”), then the Base Purchase Price shall be increased pursuant to Section 1.2 by an amount equal to the Estimated Net Working Capital Excess.

More Definitions of Net Working Capital Excess

Net Working Capital Excess has the meaning set forth in Section 1.13(f)(ii).

Net Working Capital Excess. Section 1.10.4

Net Working Capital Excess has the meaning set forth in Section 2.4(f) of this Agreement.

Net Working Capital Excess means the amount by which (if any) the Closing Net Working Capital, as finally determined pursuant to Section 2.4, is greater than the Target Net Working Capital. “Net Working Capital Shortfall” means the absolute value of the amount by which (if any) the Closing Net Working Capital, as finally determined pursuant to Section 2.4, is less than the Target Net Working Capital. “New Plans” has the meaning set forth in Section 6.5(b). “Notice of Disagreement” has the meaning set forth in Section 2.4(d). “NYSE” means the New York Stock Exchange. “OFAC” means the U.S. Office of Foreign Assets Control. “Open Source Software” means any software (in source or object code form) that is subject to (a) a license or other agreement commonly referred to as open source, free software, copyleft or community source code license (including but not limited to any code or library licensed under the GNU General Public License, GNU Lesser General Public License, BSD License, Apache Software License, any license defined as an open source license by the Open Source Initiative as set forth on xxx.xxxxxxxxxx.xxx, or any other similar or public source code license arrangement) or (b) any other license or other agreement that requires, as a condition of the use, modification or distribution of software subject to such license or agreement, that such software or other software linked with, called by, combined or distributed with such software be (i) disclosed, distributed, made available, offered, licensed or delivered in source code form, (ii) licensed for the purpose of making derivative works, (iii) licensed under terms that allow reverse engineering, reverse assembly, or disassembly of any kind, or (iv) redistributable at no charge. “Order” means any order, writ, judgment, ruling, injunction, assessment, stipulation, determination, award or decree of any Governmental Entity. “Ordinary Course of Business” means any action taken by the Company Members, Buyer or Parent, as the case may be, in the ordinary course of business of such Person and which is (a) consistent in all material respects with the past practices of the Company Members, Buyer or Parent (as applicable), or (b) with respect to actions taken since January 1, 2020, a COVID Measure. “Organizational Documents” means, with respect to any Person (other than an individual), (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) any charter or similar document adopted or filed in connection with ...

Net Working Capital Excess means the amount, if any, by which the Net Working Capital exceeds the Target Net WorkingCapital.

Net Working Capital Excess means the amount of Net Working Capital Cash Portion exceeding Two Hundred Thousand Dollars ($200,000).

Net Working Capital Excess has the meaning set forth in SECTION 2.6(D)(II).