NWC Adjustment Amount definition

NWC Adjustment Amount has the meaning set forth in §2(a)(v).

NWC Adjustment Amount has the meaning given such term in §2(a)(vi) of the Agreement.

NWC Adjustment Amount has the meaning provided such term in Exhibit A. “Order” means any order, judgment, injunction, award, decree, writ or other legally enforceable requirement handed down, adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Authority. “Organizational Documents” means any charters, articles of incorporation, certificates of incorporation, certificates of formation, articles of association, bylaws, operating agreements, certificates of limited partnership, partnership agreements, limited liability company agreements, regulations, and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of any Person, including any amendments thereto. “Outside Date” means the date that is 60 days after the Execution Date; provided, however, that if the applicable waiting periods (and any extensions thereof) under the HSR Act have not expired or otherwise been terminated on or prior to such date because a Governmental Authority has made a request for additional information or documentary material relevant to the transactions contemplated by this Agreement or the other Transaction Documents after the initial filings as may be required by the HSR Act, then the Outside Date will automatically be extended by an additional 60 days (or such later date as may be extended by mutual agreement of the Parties). “Owned IP” means all Intellectual Property (including all proprietary software) owned (or purported) to be owned by any Acquired Company. “Owned Real Property” has the meaning provided such term in Section 3.9(a). “Parent” means Global Infrastructure Partners III-A/B, L.P., a Delaware limited partnership, Global Infrastructure Partners III-C Intermediate, L.P., a Cayman limited partnership, Global Infrastructure Partners III-C2 Intermediate, L.P., an English limited partnership, and GIP III Friends & Family Fund, L.P., a Delaware limited partnership. “Parent Ultimate Exit” means the first date that none of Parent or Parent’s Affiliates that are transferees of Parent’s equity investment in the Acquired Companies, if any, own a direct or indirect interest in the Acquired Companies. 11

Examples of NWC Adjustment Amount in a sentence

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

• The aggregate purchase price for all of the Equity Interests (the “Closing Purchase Price”) shall be an amount equal to (a) $1,117,000,000 (the “Purchase Price”), minus (b) the Estimated Closing Date Indebtedness plus (c) the Estimated NWC Adjustment Amount (which may be positive or negative) plus (d) the Estimated Closing Date Cash, subject to adjustment pursuant to Section 2.6.

• If the NWC Adjustment Amount is positive, the Merger Consideration will be increased by the NWC Adjustment Amount.

• The Merger Consideration shall be $86 million minus the amount of Long Term Debt of the Acquired Companies immediately before Closing plus or minus the NWC Adjustment Amount.

• The Purchase Price will be adjusted (positively or negatively) based upon the difference in the book value of the "Closing Working Capital" as compared to the "Benchmark Working Capital" of $2 million (such difference to be called the "NWC Adjustment Amount").If the NWC Adjustment Amount is positive the Purchase Price will be increased by the NWC Adjustment Amount.

• The aggregate “Purchase Price” for the Target Shares shall be $13 million plus or minus the NWC Adjustment Amount plus up to $2 million of an “earnout” in each case in the form and subject to the adjustments and provisions set forth in this§2 and is payable as set forth below.

• Pursuant to the terms of the Access Data Agreement the Company acquired on October 4, 2015, 100% of the outstanding stock of Access Data Consulting Corporation., a Colorado corporation ("Access Data"), for a purchase price (the "Purchase Price") equal to $13,000,000 plus or minus the NWC Adjustment Amount (as defined below) plus up to $2 million of an "earnout".

• In accordance with Appendix I, the Purchase Price will be adjusted (positively or negatively) based upon the differences in the book value of the Closing Working Capital (as defined in Appendix I) as compared to a Benchmark Working Capital of $450,000 (such difference to be called the "NWC Adjustment Amount".) If the NWC Adjustment Amount is positive the Purchase Price will be increased by the NWC Adjustment Amount.

• In accordance with Section 1.8(b), at the Closing, the Purchase Price, prior to the adjustment on account of the Final NWC Adjustment Amount and the Final AP/AR Adjustment Amount in accordance with Sections 1.5(e) and 1.5(f), respectively, will be delivered by Buyer as follows: (i) the Closing Cash Amount by wire transfer of immediately available funds to Seller; and (ii) the balance of the Purchase Price by the execution and delivery of the Xxxx of Sale, Assignment and Assumption Agreement by Buyer.

• In addition to the Closing Cash Payment to Sellers, Buyer is to pay an additional $1 million of the Purchase Price (the “Working Capital Holdback”), plus or minus the NWC Adjustment Amount, in cash within twenty (20) days after the completion of an audit of Target’s financial information from the Most Recent Fiscal Year End to the Closing Date, but in any event not later than ninety (90) days after the Closing Date in accordance with subsection (iii) below and Appendix I.

More Definitions of NWC Adjustment Amount

NWC Adjustment Amount has the meaning set forth in Section 2.3.

NWC Adjustment Amount has the meaning provided such term in Annex A.

NWC Adjustment Amount has the meaning set forth in §2(a)(vi).

NWC Adjustment Amount has the meaning provided such term in Exhibit A.

NWC Adjustment Amount shall have the meaning set forth in Section 2.4(a)

NWC Adjustment Amount means an amount of Dollars (expressed as a positive or negative number, as applicable) equal to the amount by which the Net Working Capital is greater than or less than the Target NWC.