Final Net Working Capital Adjustment Amount definition

Final Net Working Capital Adjustment Amount means the amount equal to (a) the Final Net Working Capital, minus (b) the Target Net Working Capital (which amount will be (i) a positive number if the Final Net Working Capital exceeds the Target Net Working Capital and (ii) a negative number if the Final Net Working Capital is less than the Target Net Working Capital).

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Final Net Working Capital Adjustment Amount means (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Net Working Capital Adjustment Amount set forth in the Closing Statement or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Net Working Capital Adjustment Amount, as agreed by Seller and Buyer pursuant to Section 1.2(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.2(c)(iii).

Final Net Working Capital Adjustment Amount means (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Net Working Capital Adjustment Amount set forth in the Closing Statement; or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Net Working Capital Adjustment Amount, as agreed by Seller and Buyer pursuant to Section 1.3(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.3(c)(iii).

Examples of Final Net Working Capital Adjustment Amount in a sentence

Within five (5) Business Days of the final determination of the Closing Date Financial Statements (and the Final Net Working Capital included therein), the Buyer or Sellers, as applicable, shall pay, or cause to be paid, the Final Net Working Capital Adjustment Amount.
The Escrow Amount shall be held by the Escrow Agent in a separate account (the “Escrow Fund”) solely for purposes of (a) the payment to Parent of the Final Net Working Capital Adjustment Amount, if any such payment is required by Section 3.5(b)(iii)(A) hereof or (b) the payment to Parent in satisfaction of any indemnification or other claims of any Parent/MergerCo Indemnified Party required by Article IX.
The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “Final Purchase Price”).
The aggregate consideration for the Transferred Subsidiaries Interests, Transferred Assets and Assumed Liabilities shall be an amount in cash equal to (i) the Enterprise Value, plus (ii) the Final Closing Date Cash, minus (iii) the Final Closing Date Indebtedness, minus (iv) the Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number) (the calculation resulting from clauses (i), (ii), (iii), (iv) and (v), the “Final Purchase Price”).
If the Final Net Working Capital Adjustment Amount is greater than the Estimated Net Working Capital Adjustment Amount, then the Buyer shall promptly (but in any event within five Business Days following the determination of the Final Net Working Capital Adjustment Amount) deliver to the Sellers pro rata based on their respective Purchase Price Percentages to the Designated Accounts, the amount of such excess by wire transfer of immediately available funds.

More Definitions of Final Net Working Capital Adjustment Amount

Final Net Working Capital Adjustment Amount has the meaning set forth in Section 2.12(a).

Final Net Working Capital Adjustment Amount means an amount (which may be positive, negative or equal to zero) equal to: (a) the Final Net Working Capital Amount; minus (b) the Target Net Working Capital Amount.

Final Net Working Capital Adjustment Amount means (i) if the Seller accepts the Closing Statement or the Seller fails to deliver an Objections Statement, in each case in accordance with Section 2.6(b), the Net Working Capital as set forth in the Closing Statement or (ii) if the Net Working Capital is resolved by the Buyer and the Seller or by submission of any Disputes to the Accounting Firm, as contemplated by Section 2.6(b), the Net Working Capital as so resolved. If the Final Net Working Capital Adjustment Amount is greater than the Estimated Net Working Capital Adjustment Amount, then the Buyer shall promptly (but in any event within five (5) Business Days following the determination of the Final Net Working Capital Adjustment Amount) deliver to the Seller, the amount of such excess by wire transfer of immediately available funds to an account or accounts designated by the Seller in writing. If the Final Net Working Capital Adjustment Amount is less than the Estimated Net Working Capital Adjustment Amount, then the Seller shall promptly (but in any event within five (5) Business Days following the determination of the Final Net Working Capital Adjustment Amount) deliver to the Buyer, the amount of such shortfall by wire transfer of immediately available funds to one or more accounts designated by the Buyer in writing. All payments made pursuant to this Section 2.6 shall be treated by all parties for tax purposes as adjustments to the Purchase Price, unless otherwise required by Law.

Final Net Working Capital Adjustment Amount means: (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Net

Final Net Working Capital Adjustment Amount means: (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Net Working Capital Adjustment Amount set forth in the Closing Statement; or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Net Working Capital Adjustment Amount, as agreed by Seller and Buyers pursuant to Section 1.3(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.3(c)(iii); provided, in each cause under clause (a) or (b) of this definition, that, if the Net Working Capital Adjustment Amount results from a Closing Date Net Working Capital that is greater than $129,000,000, such Final Net Working Capital Adjustment Amount will be deemed to be a positive number for purposes of calculating the Final Purchase Price under this Agreement, and, if the Net Working Capital Adjustment Amount results from a Closing Date Net Working Capital that is less than $125,000,000, such Final Net Working Capital Adjustment Amount will be deemed to be a negative number for purposes of calculating the Final Purchase Price under this Agreement; and it being understood that if the Closing Date Net Working Capital is equal to or greater than $125,000,000 but less than or equal to $129,000,000, then the Net Working Capital Adjustment Amount shall be $0.

Final Net Working Capital Adjustment Amount means an amount determined as follows: (i) if the Closing Net Working Capital is less than the Target Net Working Capital Lower Limit, an amount equal to (A) the Closing Net Working Capital minus (B) the Target Net Working Capital (which shall be a negative number), (ii) if Closing Net Working Capital exceeds the Target Net Working Capital Upper Limit, an amount equal to (A) the Closing Net Working Capital, minus (B) the Net Working Capital Target (which shall be a positive number); and (iii) in the event Closing Net Working Capital is between the Target Net Working Capital Lower Limit and the Target Net Working Capital Upper Limit, then the Estimated Net Working Capital Adjustment Amount will be zero (0).

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