Working Capital Difference has the meaning set forth in Section 3.6(e).
Working Capital Difference means (a) the Net Working Capital minus (b) the Target Working Capital. For the avoidance of doubt, the Working Capital Difference may be a positive or negative number.
Working Capital Difference means the difference, if any, between the Presumed Company Net Working Capital and the Estimated Company Net Working Capital. If the Working Capital Difference is negative, then "Negative Net Working Capital Adjustment Factor" shall mean the nearest whole number obtained by dividing (y) the difference between the Working Capital Difference and the amount of the Retained Debt (as defined in Section 6.2(q)(i) below) by (z)
Examples of Working Capital Difference in a sentence
As such, to the extent the Target Group has any Net Working Capital Difference and Net Debt Difference as of the First Closing Date, there shall be an adjustment payment equal to the Post-Closing Adjustment Amount that is payable either from the Seller and Founder to the Buyer, or vice versa, in each case calculated pursuant to this Article 3.
No adjustment shall be made with respect to the Net Debt Difference if it is equal to zero or with respect to the Working Capital Difference if it is equal to zero.
In the event the Working Capital of the Company, as set forth in the Approved Final Working Capital Statement is less than Three Million Seven Hundred and Fifty Thousand and 00/100 Dollars ($3,750,000.00) Dollars as of the Closing Date (hereinafter, the “Working Capital Difference”), the Cash Consideration and, accordingly, the Purchase Price, shall be reduced by the Working Capital Difference.
More Definitions of Working Capital Difference
Working Capital Difference has the meaning set forth in Section 2(i)(ii)(A).
Working Capital Difference means the amount equal to the Working Capital of the Volt Business on a consolidated basis fixed pursuant to Section 3.3(d) minus the Base Working Capital. The “Total Difference” is equal to the difference in the Pre-Adjustment Purchase Price minus the Total Purchase Price as adjusted pursuant to this paragraph.
Working Capital Difference with respect to Service America Companies or Buyer Companies, (a) the amount of working capital calculated on a basis consistent with the manner in which working capital was calculated for purposes of Schedule 2.2 reflected as such in accordance with GAAP on its balance sheet as of June 27, 1998 (for the Service America Companies) or June 30, 1998 (for the Buyer Companies), minus (b) its Normalized Working Capital Amount. If (a) is greater than (b), the Working Capital Difference will be expressed as a positive number; if not, it will be expressed as a negative number.
Working Capital Difference equals the Estimated Closing Working Capital minus the Closing Working Capital, as finally determined in accordance with Section 2.04(b).
Working Capital Difference means (i) the sum of all current assets reflected on Schedule E (excluding Cash on Hand, Restricted Cash, income Tax assets and employee receivables); minus (ii) the sum of the current liabilities reflected on Schedule E (excluding Indebtedness, Transaction Expenses and any income Tax liabilities), in each case as of 12:01 am Eastern Standard Time on the Closing Date and calculated in accordance with GAAP, and only to the extent in accordance with GAAP, using the accounting methods, policies, practices and procedures, as were used in the preparation of the balance sheet of the Company in the audited Financial Statements as of September 30, 2019 (the "Accounting Methodologies"), minus (iii) $[…], expressed as a positive or negative value as appropriate. Schedule E attached hereto sets forth an illustrative calculation of the Working Capital Difference.
Working Capital Difference means (i) the sum of all current assets reflected on Schedule E-1 (excluding Cash on Hand, Restricted Cash, income Tax assets and employee receivables); minus (ii) the sum of the current liabilities reflected on Schedule E-1 (excluding Indebtedness, Transaction Expenses and any income Tax liabilities), in each case as of 12:01 am Eastern Standard Time on the Closing Date and calculated in accordance with GAAP, and only to the extent in accordance with GAAP, using the accounting methods, policies, practices and procedures, as were used in the preparation of the balance sheet of the Company in the Audited Financial Statements as of December 31, 2018, minus (iii) $[…], expressed as a positive or negative value as appropriate. Schedule E-1 attached hereto sets forth an illustrative calculation of the Working Capital Difference.
Working Capital Difference means the amount equal to the Working Capital of the Volt Business on a consolidated basis fixed pursuant to Section 3.3(d) minus the Base Working Capital. The “Total Difference” is equal to the difference in the Pre-Adjustment Purchase Price minus the Total Purchase Price as adjusted pursuant to this paragraph. (f)Within five (5) Business Days after the Closing Balance Sheet, and the amount of Net Debt and Working Capital of NewCo on a consolidated basis have been fixed pursuant to Section 3.3(d): - 12 - (i)in the case the Total Difference is greater than zero, Seller shall pay to Purchaser an amount equal to the Total Difference; or (ii)in the case that the Total Difference is less than zero, Purchaser shall pay to Seller an amount equal to the absolute value of the Total Difference. Such payment shall be made by wire transfer of immediately available funds, free of any bank and other charges, to Seller’s Account (if to be made to Seller) or the bank account specified in Schedule 3.3(f) (if to be made to Purchaser). 3.4Tax Treatment of Total Difference Payment. Adjustment payments made under Section 3.3 shall be treated by the Parties as an adjustment to the Total Purchase Price for Tax purposes, unless otherwise required by Law. ARTICLE IV