Preliminary Working Capital Adjustment definition

Preliminary Working Capital Adjustment is defined in Section 3.9(b)(ii).

Preliminary Working Capital Adjustment has the meaning set out in Section 2.3(2);

Preliminary Working Capital Adjustment is the amount by which the Net Working Capital determined from the Estimated Closing Working Capital Statement is greater than Zero Dollars ($0) and equals One Million Sixty-Six Thousand Three Hundred Nineteen Dollars ($1,066,319).

Examples of Preliminary Working Capital Adjustment in a sentence

• Seller shall provide Buyer with reasonable access to the data used to prepare the Preliminary Working Capital Adjustment and the worksheet.

• See Schedule 4.3. ** The sum of $13,280,000 (i.e., the Initial Purchase Price), plus $936,000 (i.e., the Preliminary Working Capital Adjustment (as of 3/31/96)) equals $14,216,000 (i.e., the Purchase Price described in Section 4.1).

• Purchaser shall hold back from the Preliminary Working Capital Adjustment Amount payable to the Sellers from collected Accounts Receivable $100,000 (the “TMI Holdback”) and shall retain the TMI Holdback until the TMI Cases have been finally settled or adjudicated and the period for appeal has passed.

• At the Closing, the Buyer shall pay to the Seller, by wire transfer of immediately available funds to the account designated by the Seller, an amount (the “Closing Date Payment”) in cash equal to (i) the Initial Consideration, plus or minus (ii) the Preliminary Working Capital Adjustment Amount, as determined pursuant to Section 2.3, minus (iii) the Estimated Transferred Deducted Deferred Revenue, as determined pursuant to Section 2.3.

• Such statement shall be accompanied by a worksheet setting forth in reasonable detail Seller's calculations used to estimate the Preliminary Working Capital Adjustment.

• At Closing, in addition to the payments set forth in Section 2.2, Buyer shall deliver to NSC a sum equal to the Preliminary Working Capital Adjustment in immediately available funds by wire transfer to the bank account designated in writing by NSC.

• If the difference between the Closing Working Capital Adjustment and the Final Working Capital Adjustment is less than $100,000 following adjustments to the Preliminary Pro Forma Balance Sheet as determined by the Accounting Firm, the Preliminary Working Capital Adjustment shall be deemed to be the Final Working Capital Adjustment.

• The Seller’s calculation of the Estimated Closing Balance Sheet and the Preliminary Working Capital Adjustment shall be based upon the books and records of the Scout Group and shall be prepared on a basis consistent with the methodologies and principles set forth on Exhibit F.

• If positive, the Preliminary Working Capital Adjustment Amount will be paid by Wood to Sellers from Accounts Receivable as collected by Wood.

• If the Preliminary Working Capital Adjustment is positive, Buyer shall pay Seller, at the Closing, in addition to the Base Purchase Price, an amount equal to forty-five percent (45%) of such Preliminary Working Capital Adjustment.

More Definitions of Preliminary Working Capital Adjustment

Preliminary Working Capital Adjustment shall have the meaning given in Section 4.2(b)(i).

Preliminary Working Capital Adjustment means, if the Preliminary Working Capital Amount is greater than $50,000,000, a number equal to one-half of the absolute value of the difference between $50,000,000 and the Preliminary Working Capital Amount, or, if the Preliminary Working Capital Amount is less than $50,000,000, a number equal to negative one (-1) multiplied by one-half of the absolute value of the difference between $50,000,000 and the Preliminary Working Capital Amount.

Preliminary Working Capital Adjustment shall be an amount equal to the difference between (i) the Working Capital set forth on such schedule and (ii) $808,000, the Working Capital as of April 30, 1999. If the Preliminary Working Capital Adjustment is negative, then the cash portion of the Purchase Price payable at Closing shall be reduced by the full amount of the Preliminary Working Capital Adjustment. If the Working Capital Adjustment is positive, then the cash portion of the Purchase Price shall be increased by the full amount of the Working Capital Adjustment.

Preliminary Working Capital Adjustment shall equal the amount of Working Capital reflected on the Initial Balance Sheet minus the amount of Working Capital reflected on the Closing Balance Sheet. As used herein, "Working Capital" for purposes of both the Initial Balance Sheet and the Closing Balance Sheet shall mean the difference between the total current assets (excluding any current assets that are Excluded Assets including, without limitation, the Customs Receivable) of the Business and the total current liabilities (excluding short-term borrowings and any other current liabilities that are Excluded Liabilities) of the Business, as reflected on the Initial Balance Sheet or the Closing Balance Sheet, as the case may be.

Preliminary Working Capital Adjustment shall have the meaning ascribed to such term in Section 2.03.

Preliminary Working Capital Adjustment. (which may be positive or negative) shall equal (x) Estimated Working Capital minus (y) Minimum Working Capital.