Examples of Net Working Capital Overage in a sentence
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 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”).
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).
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”).
Upon delivery of the Final Closing Statement, Purchaser will provide to Sellers and their representatives reasonable access to the books and records of the Company, to the extent reasonably related to the evaluation of the Closing Balance Sheet and the (i) calculation of the Closing Net Working Capital and Closing Net Working Capital Overage (if any) or Closing Net Working Capital Shortage (if any) and (ii) determination of the Closing Cash.
At the Closing, the Purchase Price will be (i) increased or decreased (as applicable) by the Estimated Net Working Capital Overage or the Estimated Net Working Capital Shortage (ii) increased by the Estimated Closing Cash and (iii) decreased by the amount required at Closing to discharge in full the Company Debt and the amount required at Closing to discharge in full the Company Transaction Expenses (including Company Transaction Expenses payable following the Closing).
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.
In addition, and not in limitation of any other provision of this Agreement, the Company shall use its good faith efforts to distribute, or cause to be distributed, to the Holdings Stockholder prior to Closing cash or cash equivalents in an amount necessary to eliminate any excess of the Estimated Closing Net Working Capital Overage (if any) over the amount of the Estimated Holdings’ Indebtedness (the cash or cash equivalents so distributed, the “Excess Working Capital Payment”).