Positive NWC Adjustment definition

Positive NWC Adjustment means the amount, if any, by which Net Working Capital exceeds the Reference Amount.
Sample 1Sample 2
Positive NWC Adjustment means the amount, if any, by which Net Working Capital exceeds the Upper Reference Amount.
Sample 1Sample 2
Positive NWC Adjustment means the amount, if any, by which the Estimated Closing Working Capital exceeds the Target Working Capital (as defined in Schedule 2.4).
Sample 1

Examples of Positive NWC Adjustment in a sentence

  • Subject to the adjustment set forth in Section 2.6, the aggregate consideration to be paid by Buyer for the Stock shall be an amount equal to (i) $1,250,000,000 (the “Base Purchase Price”), plus (ii) the Positive NWC Adjustment, if any, minus (iii) the Negative NWC Adjustment, if any, plus (iv) Closing Cash and Cash Equivalents, minus (v) Closing Indebtedness, minus Seller Expenses (the “Purchase Price”).

  • Subject to the adjustment set forth in Section 2.6, the aggregate consideration to be paid by Buyer for the Stock shall be an amount equal to (i) $1,250,000,000 (the “Base Purchase Price”), plus (ii) the Positive NWC Adjustment, if any, minus (iii) the Negative NWC Adjustment, if any, plus (iv) Closing Cash and Cash Equivalents, minus(v) Closing Indebtedness, minus Seller Expenses (the “Purchase Price”).

Related to Positive NWC Adjustment

  • 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.

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

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

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

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

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

  • 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;

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

  • Net Positive Adjustments means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustments made to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.

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

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • 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.

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

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

  • Remaining Net Positive Adjustments means as of the end of any taxable period, (i) with respect to the Unitholders holding Common Units or Subordinated Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding Common Units or Subordinated Units as of the end of such period over (b) the sum of those Partners’ Share of Additional Book Basis Derivative Items for each prior taxable period, (ii) with respect to the General Partner (as holder of the General Partner Units), the excess of (a) the Net Positive Adjustments of the General Partner as of the end of such period over (b) the sum of the General Partner’s Share of Additional Book Basis Derivative Items with respect to the General Partner Units for each prior taxable period, and (iii) with respect to the holders of Incentive Distribution Rights, the excess of (a) the Net Positive Adjustments of the holders of Incentive Distribution Rights as of the end of such period over (b) the sum of the Share of Additional Book Basis Derivative Items of the holders of the Incentive Distribution Rights for each prior taxable period.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Aggregate Remaining Net Positive Adjustments means, as of the end of any taxable period, the sum of the Remaining Net Positive Adjustments of all the Partners.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Spread Adjustment means 100 basis points.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • 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.

  • MFN Adjustment has the meaning specified in Section 2.14(b).

  • SOFR Adjustment means 0.10% (10 basis points).

  • Credit Adjustment shall have the meaning specified in Section 3.02.