Working Capital Underage definition

Working Capital Underage shall exist when (and shall be equal to the amount by which) the Target Net Working Capital exceeds the Estimated Net Working Capital.

Working Capital Underage means the amount, if any, by which the Target Working Capital exceeds the Closing Working Capital. If the Closing Working Capital equals or exceeds the Target Working Capital then the Working Capital Underage shall equal zero.

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

Examples of Working Capital Underage in a sentence

• The Purchase Price shall be decreased by the Working Capital Underage, if any (as contemplated by Section 2.3(b)).

• On the Closing Date, the Purchase Price shall be adjusted by either (i) increasing the Asset Purchase Price by the Estimated US Working Capital Overage or decreasing the Asset Purchase Price by the Estimated US Working Capital Underage.

• The aggregate consideration to be paid by Amber Purchaser to Seller and the Selling Subsidiaries for the purchase of the ACAMS Equity shall be an amount in cash equal to (a) $500,000,000 (the “Base ACAMS Price”), plus (b) the ACAMS Net Working Capital Overage (if any), minus (c) the ACAMS Net Working Capital Underage (if any), plus (d) ACAMS Cash as of the Benchmark Time, minus (e) ACAMS Indebtedness as of the Benchmark Time (the amount calculated pursuant to this sentence, the “ACAMS Purchase Price”).

• If the Estimated Closing Date Net Working Capital is within the Company Net Working Capital Range, then the Closing Date Consideration will not be adjusted for any Working Capital Underage or Working Capital Overage pursuant to this Section 2.1(c), but may be subject to adjustment for a Working Capital Underage or Working Capital Overage following the Closing as provided in Section 2.3.

• Prior to three Business Days prior to the Closing, Seller shall deliver to Buyer a written good faith estimate (the “Net Working Capital Estimate”) of the Net Working Capital as of the Closing without giving effect to any of the Contemplated Transactions and determined in accordance with the Applicable Accounting Principles, together with supporting calculations and any resulting Estimated Net Working Capital Overage or Estimated Net Working Capital Underage.

More Definitions of Working Capital Underage

Working Capital Underage means the amount by which the WC Target exceeds the Working Capital.

Working Capital Underage means, when (and only when) the Closing Working Capital is less than the Base Amount, the amount by which the Closing Working Capital is less than the Base Amount, which shall be expressed as a negative number for purposes of calculating the Adjustment Amount.

Working Capital Underage has the meaning set forth in Section 1.5.

Working Capital Underage means the amount, if any, by which the Estimated Working Capital is less than the Target Net Working Capital.

Working Capital Underage means the amount by which Target Working Capital exceeds Effective Time Working Capital (as finally determined pursuant to Section 2.3(b)), if any. For the avoidance of doubt and for purposes of illustration, negative $2,000,000 exceeds negative $3,000,000 by $1,000,000.

Working Capital Underage means, if the Working Capital Estimate is less than $0, the amount of such shortfall. The following capitalized terms are defined in the following Sections of this Agreement: 2014 Interim Financial Statements 6.28 Accounting Firm 2.7(b) Actual Working Capital 2.7(a) Adjustment Amount 2.7(a) Adjustment Amount Estimate 2.1(d) Adjustment Statement 2.7(a) Agreement Recitals AIV Recitals AIV E Recitals AIV Interests Recitals Audited Financial Statements 6.28 Buyer Confidential Information 6.1(a)(i) Buyer Consents and Notices 5.3 Buyer Indemnified Parties 8.1 Buyer Material Adverse Effect 5.1 Buyers Recitals California RPS 4.9(b) CD AIV Inc. Recitals CD US A. Recitals CD US A-1. Recitals CD US A-2. Recitals CD US Solar Recitals Claim Log 8.9 Claim Notice 8.3(a) Closing 2.3 Closing Actions 2.4 Closing Date 2.3 Company Consents and Notices 4.12(b) Confidential Information 6.1(a)(ii) CREST PPA 4.27 Dispute 11.1(a) ECCA 6.8(a) Pro Forma Financial Statements 2.7(a) EDF 2.6(n) Effective Date Recitals Environmental Laws 4.11 Event of Loss 6.9 Expiration Date 10.1(b) Final Statement 2.7(b) Firstar 6.8(a) First Closing 2.1(b) First Closiong Date 2.1(b) Full Closing 2.1(a) General Release 2.6(d) Holdco Recitals Holdco GP Recitals Holdco Inc. Recitals Holdco LLC. Recitals Holdco Interests Recitals Holdings 5 Recitals Holdings 5 ITC Audit 9.5 Indemnified Party 8.3(a) Indemnifying Party 8.3(a) Indemnity Escrow Account 2.2 Interim Financial Statements 4.4 Interim Period 6.9 LandPro Reduction 2.8(b)(ii) Losses 8.1 Massachusetts RPS 4.9(b) Material Contracts 4.13(a) New Jersey RPS 4.9(b) Notice of Disagreement 2.7(b) Orders 3.4(d) Pennsylvia RPS 4.9(b) Permits 4.9 Pre-Closing Period 9.5 Pre-Closing Period Contest 9.5 Preliminary Purchase Price 2.1(c) Purchase Price 2.1(c) Purchase Price Escrow Account 2.2 Required Consents and Notices 5.3 Review Period 2.7(b) RIG Contract 2.6(o) SCE 4.27 Second Closing 2.1(b) Second Closing Amount 2.2 Second Closing Date 2.1(b) Seller Confidential Information 6.1(a)(ii) Seller Consents and Notices 3.4(b) Seller Disclosure Letter Article III Seller Disclosure Letter Update 6.15 Sellers Recitals Sellers Indemnified Parties 8.2 Special Indemnitees 6.11(a) Special Tax Representations 8.4(b) Straddle Period 9.2(c) Survival Period Article VII Tenant 3 6.8(a) Transferred Company Leases 4.14(b) Transferred Company Operating Documents 4.1(b) Transferred Company Material Adverse Effect 4.1(a) Transferred Interests Recitals Transferred Interests Purchase ...

Working Capital Underage shall exist when Target Working Capital exceeds Working Capital by more than $100,000 and, in such case, shall be equal to the total amount by which Target Working Capital exceeds Working Capital. The Working Capital Underage will be zero if Target Working Capital exceeds Working Capital by $100,000 or less.