Examples of Transferred Working Capital in a sentence
Subject to the terms and conditions of this Agreement, the consummation of each of (a) the purchase and sale of the Transferred Working Capital Assets and the assumption of the Assumed Working Capital Liabilities, and (b) the purchase and sale of the Transferred Operating Assets and the assumption of the Assumed Operating Liabilities (collectively, the “Closing”), shall be consummated remotely via email and the execution and delivery of this Agreement by each of the parties.
The “Working Capital Adjustment” (which may be a positive or a negative number) shall be an amount equal to (x) the Transferred Working Capital (defined below) minus (y) the Target Working Capital (also defined below).
Subject to the terms and conditions of this Agreement, at the Closing, Sellers, as applicable, shall sell, convey, assign, transfer and deliver free and clear of all Liens (other than Permitted Liens) the Transferred Working Capital Assets to Buyer, and Buyer shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest in and to the Transferred Working Capital Assets.
The accounts receivable shown in the Financial Statements or included in the Transferred Working Capital Assets, including the Accounts Receivable, net of reserves therefor reflected in the Financial Statements, represent bona fide obligations arising from sales actually made or services actually performed by the Business, and are collectible in the Ordinary Course.
For the avoidance of doubt, neither the Transferred Working Capital Assets nor the Transferred Operating Assets shall include any Excluded Assets.
From the documentation, it is apparent that Heathrow Airport Limited is expected to ‘contribute’ to the funding of these schemes, estimated as up to £2.5bn, in line with the extent to which they benefit.
In the event that the estimated Transferred Working Capital of Company as reflected on Seller’s Working Capital Certificate is less than $4,571,000, then Purchaser shall reduce the Purchase Price paid at Closing by the amount of such shortfall (the “Holdback”).
The difference between the value of the Measured Inventories calculated in accordance with Schedule 11 and the Transferred Working Capital estimate set forth in Section 4.2(iii), shall be credited to Sellers or the Buyers as applicable.
It also attempts to control various other cost and demand factors.
The total consideration for the sale of the Transferred Properties and Seller’s other obligations hereunder, shall be One Hundred Seventy Nine Million Dollars ($179,000,000) plus the amount of the Estimated Transferred Working Capital (the “Consideration”).