NWC Adjustment definition

NWC Adjustment means a positive or negative amount equal to the Net Working Capital minus the Target Net Working Capital.

NWC Adjustment means (i) the Net Working Capital as determined pursuant to Section 3.03, minus (ii) the Benchmark Net Working Capital. For the avoidance of doubt, the NWC Adjustment can be a negative number.

NWC Adjustment means (a) the amount by which Closing Net Working Capital is greater than the Target Net Working Capital or (b) the amount by which Closing Net Working Capital is less than the Target Net Working Capital; provided that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

Examples of NWC Adjustment in a sentence

• If the NWC Adjustment Amount is negative, the Purchase Price will be decreased by the NWC Adjustment Amount.

• The purchase price for the Purchased Assets is $21,250,000, plus the Final NWC Adjustment (such sum, the “Purchase Price”), payable as and when provided in this Article III.

• Unless otherwise agreed by Buyer and Sellers, the purchase and sale of the Purchased Assets, and the assumption of Assumed Obligations, shall be deemed effective (including for purposes of determining the NWC Adjustment) as of the close of business on the Closing Date (the “Effective Time”).

• On the terms and subject to the conditions of this Agreement, the aggregate consideration to be received by Seller shall be equal to (a) $825,000,000, plus (b) the NWC Adjustment, plus (c) the Closing Cash, minus (d) the Closing Indebtedness, minus (e) the Transaction Expenses, and minus (f) any portion of the Adjustment Escrow Amount and the Indemnity Escrow Amount not paid to Seller pursuant to Section 2.6 and Section 9.2, if any (collectively, the “Aggregate Consideration”).

• For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number).

More Definitions of NWC Adjustment

NWC Adjustment has the meaning set forth in Section 1.2(b)(i).

NWC Adjustment has the meaning given to it in Section 2.6.1;

NWC Adjustment has the meaning specified in Section 3.3(c)(i).

NWC Adjustment means the SEK amount corresponding to the difference (positive or negative) between Net Working Capital on the Closing Date and the Target Net Working Capital.

NWC Adjustment has the meaning set forth in Section 1.3(a).

NWC Adjustment means an amount equal to the difference between the Estimated Working Capital and the Target Working Capital, which shall (i) increase the Initial Purchase Price, on a dollar-for-dollar basis, by the amount that the Estimated Working Capital exceeds the Target Working Capital or (ii) decrease the Initial Purchase Price, on a dollar-for-dollar basis, by the amount that the Estimated Working Capital is less than the Target Working Capital, as the case may be.

NWC Adjustment means (x) the Net Working Capital as of the Effective Time as determined pursuant to Section 2.05, minus (y) the Benchmark Net Working Capital. For the avoidance of doubt, any or all of the Net Working Capital and the NWC Adjustment may be negative numbers.