Texas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation - Sample
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How to fill out Sample Asset Purchase Agreement Between Centennial Technologies, Inc. And Intel Corporation - Sample?
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FAQ
Such adjustment is preliminarily calculated by comparing estimated net working capital at transaction close with the pre-defined peg. If the closing net working capital is higher than the peg, the buyer may pay the seller an incremental amount, dollar-for-dollar, which effectively increases the purchase price.
Definitions of the words and terms to be used in the legal instrument. Terms and conditions of the sale and purchase of the assets, including purchase price and terms of the purchase (full payment at close, down payment, subsequent payments, etc.) Terms and conditions of the closing of the agreement, if any.
When considering an acquisition, working capital is typically a component of the purchase price with a dollar-for-dollar adjustment mechanism to settle the delta between the agreed-upon working capital target (or ?peg?) and the amount as of the closing date.
The simple definition of net working capital is current assets minus current liabilities. Generally, current assets and current liabilities are expected to generate or use cash within a short-term period, typically 12 months or less.
Working Capital = Current Assets (cash, accounts receivable, inventory, short term pre-paid expenses, etc.) ? Current Liabilities (accounts payable, accrued liabilities, accrued income taxes, etc.)
The Working Capital Adjustment is most common in acquisitions of private companies structured as cash-free/debt-free deals. It incentivizes the management team to run the company normally without manipulating invoices, receivables, or inventory to increase its Cash balance artificially right before a deal closes.