NWC Adjustment Amount definition

NWC Adjustment Amount has the meaning set forth in §2(a)(v).
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NWC Adjustment Amount has the meaning given such term in §2(a)(vi) of the Agreement.
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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.
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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 Board of Education has been supplied detailed background information regarding the following agenda items and/or the agenda items listed below have been discussed at a previous meeting of the White Pigeon Board of Education.

  • The Closing Payment shall be an amount equal to (A) Two Billion, One Hundred Fifty Million Dollars ($2,150,000,000), plus (B) the Estimated NWC Adjustment Amount, plus (C) the amount of any value added Taxes to be paid by a Company to Vitro or any of its Affiliates as a result of the Pre-Closing Transactions for remittance to the appropriate Tax Authority (with a schedule of such value added Taxes to be delivered by Vitro to Buyer prior to the Closing), minus (D) the Estimated Change in Control Payments.

  • Any Upward Post-Closing NWC Adjustment Amount shall be satisfied, within five (5) Business Days after determination of the Final NWC, by payment in cash by the Purchaser and Purchaser Europe (jointly and severally) to the Sellers (allocated between the Purchaser and Purchaser Europe in proportion to the Transaction Consideration for the Purchased Equity Interests that each is purchasing hereunder), by wire transfer of immediately available funds to the Sellers’ accounts.

  • The Convertible Note shall be subject to offset for any amounts that Seller owes to Buyer arising from a reduction in Purchase Price due to a negative NWC Adjustment Amount.

  • Fees and costs incurred for such Independent Accountants as a result of such dispute shall be allocated between Buyer and Seller in the same manner as under Appendix 1 with regard to disputes concerning the NWC Adjustment Amount.

  • In accordance with Appendix II, 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 II) as compared to a “Benchmark Working Capital” of $573,000 (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.

  • 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.

  • 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.

  • If the NWC Adjustment Amount is negative, the Merger Consideration will be decreased by the NWC Adjustment Amount.


More Definitions of NWC Adjustment Amount

NWC Adjustment Amount has the meaning provided such term in Annex A.
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NWC Adjustment Amount has the meaning provided such term in Exhibit A.
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NWC Adjustment Amount has the meaning set forth in Section 2.3.
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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
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NWC Adjustment Amount shall have the meaning set forth in Section 2.4(a)
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Related to NWC Adjustment Amount

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • Spread Adjustment means 100 basis points.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Principal Adjustment In the event that the Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”