Examples of Working Capital Adjustment Amount in a sentence
The cash portion of the Purchase Price (the “Cash Consideration”) shall be an amount equal to Sixty Seven Million Five Hundred Thousand Dollars ($67,500,000.00) plus or minus the Net Working Capital Adjustment Amount.
The Working Capital Adjustment Amount, as finally determined pursuant to this Section 2.16 (whether by failure of Spinco to deliver a Notice of Objection, by agreement of Pluto and Spinco or by determination of the Unaffiliated Accounting Firm), is referred to herein as the “Final Working Capital Adjustment Amount”.
No later than three (3) Business Days prior to the Closing Date, Seller shall provide to Buyers a closing statement (the “Estimated Closing Statement”), setting forth Seller’s good faith estimates of the Closing Date Indebtedness, and based thereon an estimate of the Final Purchase Price (pursuant to the calculation of purchase price set forth in Section 1.3(a) but excluding the Net Working Capital Adjustment Amount and the True-Up Adjustment Amount) (the “Estimated Purchase Price”).
For the avoidance of doubt, if the Net Working Capital is greater than negative $3,000,000 but less than zero, then no Net Working Capital Adjustment Amount shall be payable.
The Closing Balance Sheet and the Closing Statement are each accurate and complete, including the amounts of the Company Transaction Expenses, the Net Working Capital Adjustment Amount and the Indebtedness set forth in the Closing Statement.