Net Working Capital Overage definition

Net Working Capital Overage means the amount, if any, by which (a) the Net Working Capital as of the Benchmark Time is greater than (b) the Target Net Working Capital.
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Net Working Capital Overage shall have the meaning set forth on Annex A, Part IV.
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Net Working Capital Overage has the meaning set forth in Section 3.8(c) of this Agreement.
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Examples of Net Working Capital Overage in a sentence

  • The amount of the Estimated Closing Net Working Capital Overage (if any) determined to be due and owing to Sellers pursuant to the Estimated Closing Statement shall be paid by Buyer at the Closing pursuant to Section 2.01.

  • Any such amounts determined to be payable pursuant to the Final Closing Statement shall be paid to either Sellers (in the case of a Final Closing Net Working Capital Overage) or Buyer (in the case of a Final Closing Net Working Capital Shortage) pursuant to Section 3.03(e) (the “Final Closing Payment”).

  • After the Closing, the parties will determine the Closing Net Working Capital Overage (if any) or Closing Net Working Capital Shortage (if any), and make such payments as provided in Section 2.06.

  • The Working Capital Escrow Amounts will be held by the Working Capital Escrow Agent pending calculation of the Final Net Working Capital pursuant to Section 3.8 and the payment or receipt, if any, of the Net Working Capital Shortfall or Net Working Capital Overage, as applicable, pursuant to Section 3.8(c).

  • The aggregate consideration to be paid by Amber Purchaser to Seller and the Selling Subsidiaries for the purchase of the ACAMS Equity shall be an amount in cash equal to (a) $500,000,000 (the “Base ACAMS Price”), plus (b) the ACAMS Net Working Capital Overage (if any), minus (c) the ACAMS Net Working Capital Underage (if any), plus (d) ACAMS Cash as of the Benchmark Time, minus (e) ACAMS Indebtedness as of the Benchmark Time (the amount calculated pursuant to this sentence, the “ACAMS Purchase Price”).

  • Prior to three Business Days prior to the Closing, Seller shall deliver to Buyer a written good faith estimate (the “Net Working Capital Estimate”) of the Net Working Capital as of the Closing without giving effect to any of the Contemplated Transactions and determined in accordance with the Applicable Accounting Principles, together with supporting calculations and any resulting Estimated Net Working Capital Overage or Estimated Net Working Capital Underage.

  • At the Closing, the Purchase Price will be (a) increased or decreased (as applicable) by the Estimated Net Working Capital Overage or the Estimated Net Working Capital Shortage (as applicable), (b) increased by up to $15,000,000 (or such other amount as the parties shall agree) of Estimated Closing Cash, (c) decreased by the Estimated Company Transaction Expenses and (d) decreased by the Estimated Company Debt (such adjusted amount, the “Adjusted Purchase Price”).

  • After the Closing, the parties will determine the Closing Net Working Capital Overage, if any, or Closing Net Working Capital Shortage, if any, of the HB Target Companies, and make such payments as provided in Section 2.06.

  • After the Closing, the parties will determine the Closing Net Working Capital Overage, if any, or Closing Net Working Capital Shortage, if any, of the RHA Target Companies, and make such payments as provided in Section 2.06.

  • Promptly, but no later than thirty (30) days after engagement, the Accountant shall deliver a written report to the Purchaser and the Seller Entity as to the resolution of the disputed items and the resulting calculations of Net Working Capital, the Final Net Working Capital Overage, the Final Net Working Capital Underage, Transaction Expenses, Indebtedness and Cash.


More Definitions of Net Working Capital Overage

Net Working Capital Overage shall exist when (and shall be equal to the amount by which) the Closing Net Working Capital exceeds the Target Net Working Capital.
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Net Working Capital Overage means the amount, if any, by which (a) the Net Working Capital as of the Benchmark Time is greater than (b) the Target Net Working Capital; provided that
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Related to Net Working Capital Overage

  • 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 means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such 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).

  • Net Working Capital Target means $0.00.

  • 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.

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

  • Target Working Capital means $0.

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

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

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

  • Target Net Working Capital means $0.

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

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

  • Working Capital Target means $0.

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

  • Working Capital Loan has the meaning specified in Section 2.1(c).

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Consolidated Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

  • 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.

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

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

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