Examples of Working Capital Decrease in a sentence
The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price.
Any Working Capital Increase or Working Capital Decrease pursuant to Section 2.9 shall be allocated in a manner consistent with the Final Price Allocation.
The aggregate amount to be paid by Buyers for the Purchased Shares shall be an amount equal to $112,000,000 (the “Base Purchase Price”), minus (i) the amount of any Working Capital Decrease (or plus the amount of any Working Capital Increase), minus (ii) the Company Transaction Expenses, minus (iii) the Closing Indebtedness, plus (iv) the Closing Cash (such net amount, the “Purchase Price”).
The determination by the Accounting Firm of the disputed amounts and the Working Capital Increase or Working Capital Decrease shall be conclusive and binding on the parties hereto, absent manifest error or fraud or willful misconduct as determined by a non-appealable and binding decision by a court of law having jurisdiction over the parties.
If the Effective Time Net Working Capital is $250,000 or more less than the Base Working Capital, the amount of such deficiency over $250,000 (the "Working Capital Decrease") shall be offset, on a dollar-for-dollar basis, against (or deemed a reduction of the amount of) the Holdback amount.