Working Capital Benchmark definition

Working Capital Benchmark means Five Million Ninety Thousand Dollars ($5,090,000).
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Working Capital Benchmark means $10,000,000.
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Working Capital Benchmark means the sum derived by making the currency conversions and aggregations set out in Part C of Schedule 9 and "calculation of the Working Capital Benchmark" means the calculation of such sum;
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Examples of Working Capital Benchmark in a sentence

  • If the Vendor and the Purchaser fail to agree the Completion Accounts, the Variable Intra-Group Debt Statement and the Working Capital Benchmark by the expiry of the 30 Business Day period referred to above, any matter in dispute may be referred by the Vendor or the Purchaser to the Independent Accountants (acting as experts and not as arbitrators).

  • Any Dispute Notice shall be accompanied by a statement (supported, so far as reasonably practicable, by reasonable evidence) of the adjustments which the Vendor considers should be made to (a) the Completion Accounts and/or the Variable Intra-Group Debt Statement, and/or (b) the adjustments to the Working Capital Benchmark set out in the Benchmark.

  • Any Benchmark Statement shall contain an explanation (supported, so far as reasonably practicable, by reasonable evidence) of the adjustments which the Purchaser considers should be made to the Working Capital Benchmark.

  • The only grounds on which the Vendor shall be entitled to dispute the proposed adjustments to the Working Capital Benchmark set out in the Benchmark Statement are that such proposed adjustments do not comply with the provisions of SUB-CLAUSE (A).

  • If the Closing Net Working Capital is less than the Net Working Capital Benchmark, then Seller shall promptly remit to Purchaser an amount equal to the amount of such deficit by wire transfer in immediately available funds or shall otherwise take such measures, reasonably acceptable to Purchaser and Company, as are necessary to remedy any such deficit in the Net Working Capital.

  • For the avoidance of doubt, in either such case the Cash Consideration shall be increased or reduced (as appropriate) by the full amount of the difference between the Working Capital Amount and the Working Capital Benchmark and not merely by the excess of such difference over (pound)250,000.

  • Each Seller covenants that the Estimated Adjusted Working Capital Report will be prepared in good faith by the Sellers’ Representative in accordance with GAAP applied on a basis consistent with that used in the preparation of the Adjusted Working Capital Benchmark.

  • The Purchaser acknowledges that the Sellers intend to cause the Company to distribute cash and cash equivalents to the Sellers prior to the Closing Date to the extent not required to meet the Adjusted Working Capital Benchmark and agrees that any such distribution alone will not be deemed to violate the representations and warranties set forth in this Section 4.06.

  • If the Final Net Working Capital is less than the Net Working Capital Benchmark (such amount, the “Working Capital Shortfall”), Holdco shall be entitled to receive an amount equal to the Working Capital Shortfall in the form of shares initially issued from the Closing Stock Consideration, such shares for purposes of this Section 1.3(c) to be deemed to be valued at Eleven Dollars ($11.00) per share and without interest thereon.

  • The only grounds on which the Vendor shall be entitled to dispute the proposed adjustments to the Working Capital Benchmark set out in the Benchmark Statement are that such proposed adjustments do not comply with the provisions of sub-clause (A).


More Definitions of Working Capital Benchmark

Working Capital Benchmark means $250,000.
Sample 1
Working Capital Benchmark means the sum calculated in accordance with paragraph 3 of Part B of Schedule 10 (Completion Accounts) as such sum may be adjusted in accordance with Clause 6 (Completion Accounts and Variable Intra-Group Debt Statement); and
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Related to Working Capital Benchmark

  • 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.

  • Working Capital Target means $0.

  • Net Working Capital Target means $0.00.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Target Working Capital means $0.

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • 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).

  • Working Capital Escrow Amount means $2,000,000.

  • Target Net Working Capital means $0.

  • Working Capital means, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

  • Working Capital Loans means any loan made to Acquiror by any of the Sponsor, an Affiliate of the Sponsor, or any of Acquiror’s officers or directors, and evidenced by a promissory note, for the purpose of financing costs incurred in connection with a Business Combination.

  • 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.

  • 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.

  • Working Capital Loan has the meaning specified in Section 2.1(c).

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

  • Working Capital Reserve means a cash reserve held in the Operating Account that is readily available to Manager during the Term to finance the services, repairs and maintenance described in Section 5.2 including Minor Capital Expenditures and Major Capital Expenditures, insurance premiums for the Property described in Section 9.1, and utilities for the Property, in such amounts as determined by the Owner in its sole discretion.

  • 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.

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

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

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

  • 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.

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

  • 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.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

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

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