Examples of NWC Adjustment in a sentence
NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS.
Any NWC Adjustment to the Purchase Price will not decrease or increase the allocation of the Purchase Price to the Intercompany Indebtedness below or above the full principal amount of the Intercompany Indebtedness.
Any NWC Adjustment payable to the Seller shall be paid to the Seller by the Buyer within 10 Business Days following the date at which the Settlement Statements are final and not subject to disputes by the Parties.
As promptly as reasonably practicable following the Closing Date and in any event not later than ninety (90) days after the Closing Date, Parent will cause to be prepared and delivered to the Stockholder Representative a statement (the “Closing Statement”) setting forth Parent’s good faith calculation of (i) the Debt-Like Items, Net Working Capital, NWC Adjustment, Company Cash, Indebtedness and Closing Net Cash, in each case as of the Effective Time, and (ii) the Equity Value based thereon.
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”).