Target Adjusted Working Capital means Twenty One Million Three Hundred Thousand dollars ($21,300,000.00).
Target Adjusted Working Capital means negative $32.2 million.
Target Adjusted Working Capital means $986,000.”
Examples of Target Adjusted Working Capital in a sentence
In the event the Adjusted Working Capital reflected on the Closing Balance Sheet is greater than the Target Adjusted Working Capital by more than Five Hundred Thousand dollars ($500,000), then the Parent shall cause the Buyer to pay to Shareholder, or the Parent shall pay to Shareholder, an amount equal to the total amount by which Adjusted Working Capital exceeds Target Adjusted Working Capital, on a dollar-for-dollar basis, by wire transfer of immediately available funds.
After the Closing the Purchase Price shall be adjusted to reflect the difference between the Target Adjusted Working Capital and the Final Adjusted Working Capital and the difference between $17,500,000 and the Actual IP Contributions.
The Adjusted Working Capital policies, procedures and principles described herein are the basis upon which the Target Adjusted Working Capital has been calculated and the Proposed Final Adjusted Working Capital and Final Adjusted Working Capital will be calculated (collectively referred to herein as "Adjusted Working Capital").
At the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between the Target Adjusted Working Capital and the Estimated Adjusted Working Capital.
For the avoidance of doubt, neither the Adjusted Working Capital nor the Target Adjusted Working Capital shall be increased or decreased by any such MISO Amounts.
More Definitions of Target Adjusted Working Capital
Target Adjusted Working Capital means $2,300,000.
Target Adjusted Working Capital in Article I in its entirety and replacing it with:
Target Adjusted Working Capital has the meaning set forth in Section 2.04(a)(ii).
Target Adjusted Working Capital. $8,000,000.
Target Adjusted Working Capital means the “Target Adjusted Working Capital” set forth on Exhibit A. “Taxes” means (i) all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of a consolidated, combined, unitary or aggregate group for any Tax period, and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of being a transferee or successor to any Person or as a result of any express or implied obligation to indemnify any other Person. “Tax Representations” has the meaning set forth in Section 7.01. “Tax Return” means any return, amended return, estimated payment, declaration, report, claim for refund, information return or statement or other document required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Territory” means the continents of North America and Europe (including the United Kingdom, Ireland and Russia). “Third Party Claim” has the meaning set forth in Section 7.05(a)(i). “Third Party Claim Notice” has the meaning set forth in Section 7.05(a)(i). “Title Commitment” shall mean that certain title commitment issued by Fidelity National Title Insurance Company, File No. CTA13-101417 (Reference: Highland 11 County), through Coventry Title Agency, Inc. with an effective date of October 14, 2013, as updated on January 15, 2014. “Title Company” shall mean Fidelity National Title Insurance Company. “Title Policy” shall mean the owners title policy issued by the Title Company on or prior to the Closing insuring Buyer’s title interest in the Owned Real Property in the amount of $8,112,100.00, subject to the standard exceptions and exclusions from coverage contained in such policy and the Permitted Title Exceptions. “Trademark Assignment” means the Assignment of Trademarks dated as of the date hereof between Buyer and Seller...
Target Adjusted Working Capital set forth on Exhibit A. “Taxes” means (i) all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of a consolidated, combined, unitary or aggregate group for any Tax period, and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of being a transferee or successor to any Person or as a result of any express or implied obligation to indemnify any other Person. “Tax Representations” has the meaning set forth in Section 7.01. “Tax Return” means any return, amended return, estimated payment, declaration, report, claim for refund, information return or statement or other document required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Territory” means the continents of North America and Europe (including the United Kingdom, Ireland and Russia). “Third Party Claim” has the meaning set forth in Section 7.05(a)(i). “Third Party Claim Notice” has the meaning set forth in Section 7.05(a)(i). “Title Commitment” shall mean that certain title commitment issued by Fidelity National Title Insurance Company, File No. CTA13-101417 (Reference: Highland 11 County), through Coventry Title Agency, Inc. with an effective date of October 14, 2013, as updated on January 15, 2014. “Title Company” shall mean Fidelity National Title Insurance Company. “Title Policy” shall mean the owners title policy issued by the Title Company on or prior to the Closing insuring Buyer’s title interest in the Owned Real Property in the amount of $8,112,100.00, subject to the standard exceptions and exclusions from coverage contained in such policy and the Permitted Title Exceptions. “Trademark Assignment” means the Assignment of Trademarks dated as of the date hereof between Buyer and Seller. “Transaction Documents” means this Agreeme...
Target Adjusted Working Capital shall have the meaning set forth on Exhibit A.