Examples of Positive Working Capital Adjustment in a sentence
The aggregate amount of consideration to be paid by Buyer to Seller or its designee(s) for the sale of the Interest (the “Purchase Price”), subject to the terms of this Agreement, shall consist of an amount in cash equal to the sum of (a) $300,000,000 (the “Base Purchase Price”), minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any), and plus (e) the Final Closing Cash.
If the Estimated Closing Working Capital is greater than the Target Working Capital, then the Closing Payment Amount shall be increased on a dollar-for-dollar basis by the amount of the excess (such excess is referred to as the “Estimated Positive Working Capital Adjustment Amount”).
Buyer shall have delivered to Seller the DTEES Guaranty substantially in the form of Exhibit 8.9, guaranteeing to Seller the full and prompt payment of any Positive Working Capital Adjustment payable to Seller in accordance with this Agreement.
The Estimated Negative Working Capital Adjustment Amount and the Estimated Positive Working Capital Adjustment Amount, as applicable, shall be allocated among the Seller Members in accordance with their respective Equity Percentages.
If the Estimated Closing Working Capital is greater than the Target Working Capital, then the Closing Cash Payment shall be increased on a dollar-for-dollar basis by the amount of the excess (such increase is referred to as the “Estimated Positive Working Capital Adjustment Amount”).