Preliminary Working Capital Adjustment definition

Preliminary Working Capital Adjustment is defined in Section 3.9(b)(ii).
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Preliminary Working Capital Adjustment has the meaning set forth in Section 2.5(b)(iv).
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Preliminary Working Capital Adjustment. (which may be positive or negative) shall equal (x) Estimated Working Capital minus (y) Minimum Working Capital.
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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.

  • If the Preliminary Working Capital Adjustment is negative, the Base Purchase Price payment by Buyer to Seller pursuant to Section 2.02 shall be reduced by an amount equal to forty-five percent (45%) of such Preliminary Working Capital Adjustment.

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

  • If the Rio Tinto Parties do not deliver a Disagreement Notice to the Cloud Peak Parties within such 15-day period, the Rio Tinto Parties shall be deemed to have accepted the Closing Date Balance Sheet and the Preliminary Working Capital Adjustment, whereupon the Preliminary Closing Date Working Capital shall become the "Closing Date Working Capital".

  • The Rio Tinto Parties shall be deemed to have agreed with all items and amounts contained in the Closing Date Balance Sheet and the Preliminary Working Capital Adjustment other than those specified in a timely Disagreement Notice.

  • Gerson, drew the committee’s attention to section 2.8 there is a reference to Director of Research as the person to whom any declaration of a potential conflict must be made and so the question that came out of the Executive meeting was “Who is this Director of Research, is this Larry Xiong, Director of InstitutionalResearch?”.

  • 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.

  • 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.

  • The Purchase Price has been reduced by an amount equal to the amount of these liabilities as shown on the Preliminary Working Capital Adjustment Schedule, or $337,652.08.

  • If the Working Capital Adjustment is positive, then the cash portion of the Purchase Price payable at Closing shall be increased by the full amount of the Preliminary Working Capital Adjustment.


More Definitions of Preliminary 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.
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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.
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Preliminary Working Capital Adjustment shall have the meaning ascribed to such term in Section 2.03.
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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.
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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).
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Preliminary Working Capital Adjustment shall have the meaning given in Section 4.2(b)(i).
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Related to Preliminary Working Capital Adjustment

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • 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.

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Target Working Capital Amount means $75,000,000.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Target Net Working Capital Amount means $5,000,000.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).

  • Base Working Capital means $25,000,000.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Working Capital Advance has the meaning specified in Section 2.01(a).

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.