NWC Target definition
Examples of NWC Target in a sentence
The calculations and estimate referred to in clause (i) through (iv) of the immediately preceding sentence shall be calculated on a basis consistent with GAAP, and using the same accounting practices, policies, judgments and methodologies (including with respect to reserves and revenue recognition) used in the preparation of the Financial Statements and in the calculation of the NWC Target (“Applicable Accounting Principles”).
Exhibit D, which was provided by Sellers to Buyer at least three (3) Business Days before Closing, sets forth the calculation of the NWC Target, Estimated NWC, Estimated Closing Company Cash, Estimated Indebtedness and Estimated Transaction Expenses.
Subject to adjustment pursuant to Section 2.4, the aggregate purchase price (“Purchase Price”) for the Shares shall be $7,000,000.00 minus, if the Estimated Net Working Capital is less than the NWC Target, the amount by which Estimated Net Working Capital is less than the NWC Target, or plus, if the Estimated Net Working Capital is greater than the NWC Target, the amount by which Estimated Net Working Capital is greater than the NWC Target (collectively, “Initial Cash Consideration”) in cash.
In the event the parties do not agree on the Estimated Net Working Capital, the Estimated Net Working Capital will be deemed to equal the NWC Target.
The NWC Target, Estimated NWC, Estimated Closing Company Cash, Estimated Indebtedness and Estimated Transaction Expenses are calculated in accordance with GAAP as applied by the Companies in connection with preparation of their 2022 audited financial statements.