Working Capital Excess Amount definition

Working Capital Excess Amount means, as of any relevant date of determination, the positive difference (if any) between the Working Capital Amount (Actual) and the Working Capital Amount (Normal).
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Working Capital Excess Amount shall have the meaning ascribed to such term in Section 1.6(b) hereof.
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Working Capital Excess Amount has the meaning set forth in Section 1.3(c).
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Examples of Working Capital Excess Amount in a sentence

  • If the amount of Net Working Capital on the Conclusive Net Working Capital Statement is greater than the Estimated Net Working Capital (the "Final Net Working Capital Excess Amount"), Splitco shall pay to Parent an amount in cash equal to the Final Net Working Capital Excess Amount.

  • If there is an Estimated Working Capital Excess Amount, the amount shall be paid to Red Cat as additional Cash Consideration at the Closing.

  • To the extent that the Estimated Net Working Capital results in an Estimated Working Capital Excess Amount, the Purchase Price to be paid at Closing will be increased on a dollar-for-dollar basis by the amount of such Working Capital Excess Amount.

  • The purchase price for the Initial Transferred Equity Interests shall be an amount in Dollars equal to the Base Amount, as adjusted by the Closing Cash Amount, the Closing Net Working Capital Excess Amount, the Closing Net Working Capital Deficiency Amount, the Closing Funded Indebtedness, and the Closing Transaction Related Expenses, in each case as applicable and in accordance with Sections 2.6 and 2.13.

  • Any amount to be paid by Purchaser pursuant to this Section 1.8(b) shall be paid when the Working Capital Excess Amount or Working Capital Deficiency Amount is paid, provided that if the Final Working Capital has not been determined in accordance with Section 3.3 by March 31, 2006, or such Working Capital Excess Amount or Working Capital Deficiency Amount has not been paid by March 31, 2006, such Cash-Out Amount shall be paid on March 31, 2006.

  • In the event that no Closing Statement Objection is delivered to Buyer pursuant to this Section 2.4(e), the Preliminary Closing Statement shall be considered the Final Closing Statement for all purposes hereunder, and the applicable Party shall pay (i) the Closing Net Working Capital Deficiency Amount or the Closing Net Working Capital Excess Amount, as applicable, pursuant to Section 2.4(g); (ii) any excess or deficiency applicable to the Company Closing Payments pursuant to Section 2.4(h); or (iii) both.

  • Notwithstanding the foregoing, if the Working Capital Excess Amount would become payable pursuant to subclause (i) of the immediately preceding sentence, such Working Capital Excess Amount shall first be (A) increased by the amount by which the Actual Net Working Capital exceeds $51,000,000, or (B) reduced by the amount by which $51,000,000 exceeds the Actual Net Working Capital.

  • The amount payable by Buyer to Sellers at the Closing shall be an amount (the “Closing Date Payment Amount”) in Dollars equal to (i) the Base Closing Cash Amount plus (ii) the Estimated Net Working Capital Excess Amount, if any, minus (iii) the Estimated Net Working Capital Deficiency Amount, if any, minus (iv) the Estimated Transaction Expenses minus (v) the Estimated Closing Date Indebtedness.

  • The Working Capital Excess Amount shall be paid by Buyer to Sellers in immediately available funds by wire transfer.

  • For purposes of this Agreement, any Net Working Capital Excess Amount shall be deemed to be an increase in the Initial Consideration and any Net Working Capital Deficiency Amount shall be deemed to be a decrease in the Initial Consideration.


More Definitions of Working Capital Excess Amount

Working Capital Excess Amount means the amount by which the Closing Net Working Capital exceeds an amount equal to the Net Working Capital Target.
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Working Capital Excess Amount means the difference (if any) between the Estimated Net Working Capital and the Target Working Capital if the Estimated Net Working Capital is greater than the Target Working Capital.
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Working Capital Excess Amount has the meaning set forth in Section 2.06(f).
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Working Capital Excess Amount is defined in Section 2.5(d)(ii).
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Related to Working Capital Excess Amount

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

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

  • Working Capital Target means $0.

  • 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.

  • Net Working Capital Target means $0.00.

  • 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.

  • 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.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

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

  • 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.

  • 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).

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

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

  • Working Capital Advance has the meaning specified in Section 2.01(a).

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

  • Target Net Working Capital means $0.

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

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

  • Target Working Capital means $0.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

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

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

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

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).