Net Working Capital Underage definition

Net Working Capital Underage means the amount, if any, by which (a) the Net Working Capital as of the Benchmark Time is less than (b) the Target Net Working Capital Lower Amount.
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Net Working Capital Underage shall have the meaning set forth on Annex A, Part IV.
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Net Working Capital Underage shall exist when (and shall be equal to the amount by which) the Target Net Working Capital exceeds the Closing Net Working Capital.
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Examples of Net Working Capital Underage in a sentence

  • The calculations of Net Working Capital, the Final Net Working Capital Overage, the Final Net Working Capital Underage, Transaction Expenses, Indebtedness and Cash, to the extent disputed, as determined by the Accountant shall be deemed the final calculations thereof for purposes of this Section 2.3, and the Final Closing Statement (including such updated calculations) shall be conclusive and binding upon the Sellers and the Purchaser.

  • 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.

  • 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 Underage

Net Working Capital Underage means the absolute value of the amount, if any, by which (a) the Net Working Capital as of the Benchmark Time is less than
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Net Working Capital Underage means the absolute value of the amount, if any, by which (a) the Net Working Capital as of the Benchmark Time is less than (b) the Target Net Working Capital. "Non-Recourse Party" shall mean with respect to a party to this Agreement, any of such party’s former, current and future equityholders, controlling persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners or assignees (or any former, current or future equityholder, controlling person, director, officer, employee, agent, representative, Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing); provided, that, for the avoidance of doubt, no party to this Agreement will be considered a Non-Recourse Party. "Open Source Software" means Software or other material that is distributed as "free software", "open source software" or under similar licensing or distribution terms (including any license approved by the Open Source Initiative and listed at ▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇). "Operating Leadership Team" shall mean members of the executive team operating the Business as of the date hereof as set forth in Schedule 1.1(h) of the Seller Disclosure Schedule. "Order" shall mean any order, writ, judgment, injunction, temporary restraining order, decree, stipulation, determination or award entered by or with any Governmental Authority.
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