Working Capital Difference definition

Working Capital Difference has the meaning ascribed to it in Section 3.3(e).

Working Capital Difference means (a) the Closing Working Capital minus (b) the Target Working Capital.

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

• 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.

• If the Working Capital Difference is positive then "Positive Net Working Capital Adjustment Factor" shall mean the nearest whole number obtained by dividing the Working Capital Difference by the Stipulated Price.

• 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.

• If Buyer does not object to Sellers Determination within the time period and in the manner set forth in the first sentence of this Section 2.6(b) or if Buyer accepts Sellers Determination, the Net Working Capital Difference and the CapEx Difference, as applicable, as set forth in Sellers Determination shall become final and binding upon the Parties for all purposes hereunder.

• For purposes of this Agreement, the “Post-Closing Difference” shall mean (x) the Post-Closing Working Capital Difference minus (y) any Business Indebtedness reflected on the Final Closing Statement.

More Definitions of 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.

Working Capital Difference has the meaning assigned thereto in Article 2.2.1(iii).

Working Capital Difference. As defined in Section 2.3(f)(iii). "Works Councils" The works councils listed in Schedule 1(a)(viii).

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 equals the Estimated Closing Working Capital minus the Closing Working Capital, as finally determined in accordance with Section 2.04(b).

Working Capital Difference. Within five (5) Business Days following the final determination of the Final Closing Date Balance Sheet as set forth in this Section 2.4(b)(iii), Buyer shall pay to the Seller an amount equal to the Working Capital Difference, if the Working Capital Difference is a positive number, and the Seller shall pay an amount to Buyer equal to the Working Capital Difference, if the Working Capital Difference is a negative number. Such amounts shall be paid, in immediately available funds, pursuant to the instructions previously delivered by Buyer or the Seller, as applicable. Any payment made pursuant to this Section 2.4(b)(iii) shall, for tax purposes, be deemed to be an adjustment to the consideration payable to the Seller. The Seller and Buyer understand that the original currency of the Working Capital Difference is in NT$ and have agreed that such amount shall be paid in United States dollars using the agreed foreign exchange rate of 0.03333 United States dollars per NT$ 1.00.

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.