Buyer Net Working Capital definition

Buyer Net Working Capital means the excess of (i) the sum of the current assets of Buyer and its Subsidiaries (including Buyer Sub) determined on a consolidated basis in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the financial statements included in the Buyer SEC Reports related to the fiscal quarter ended June 30, 2007 (excluding any current asset related to the exercise or notice of exercise of any Buyer Warrants), minus (ii) the sum of the current liabilities of Buyer and its Subsidiaries (including Buyer Sub) determined on a consolidated basis in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the financial statements included in the Buyer SEC Reports related to the fiscal quarter ended June 30, 2007; provided that (1) the Buyer Transaction Expense Amount shall be included in Buyer’s current liabilities, (2) the amounts reflected in the line item “Cash held in trust” on Buyer’s balance sheet shall be included in Buyer’s current assets, (3) the amounts reflected in the line item “Common Stock Subject to Possible Conversion” shall not be included in Buyer’s current liabilities, (4) the amounts included in the line item “Deferred tax asset” shall not be included in Buyer’s current assets, (5) all proceeds received from the debt financing contemplated by Section 2A(vi) shall be excluded in Buyer’s current assets and (6) all indebtedness in respect of the debt financing contemplated by Section 2A(vi) and all indebtedness owing pursuant to an Acceptable Note (if any) shall be excluded from Buyer’s current liabilities.
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Buyer Net Working Capital means the current assets (but including investment grade marketable securities having a maturity of two or fewer years) less current liabilities of Buyer, on a consolidated basis, calculated in accordance with GAAP.
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Buyer Net Working Capital means the excess of (i) the sum of the current assets of Buyer and its Subsidiaries determined on a consolidated basis in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the financial statements included in the Buyer SEC Reports related to the fiscal quarter ended March 31, 2006 (excluding any current asset related to the exercise or notice of exercise of any Buyer Warrants), over (ii) the sum of the current liabilities of Buyer and its Subsidiaries determined on a consolidated basis in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the financial statements included in the Buyer SEC Reports related to the fiscal quarter ended March 31, 2006; provided that (x) the amounts reflected in the line item “Cash held in Trust Fund” on Buyer’s balance sheet shall be included in Buyer’s current assets, (y) the amounts reflected in the line item “Common Stock, subject to possible redemption” shall not be included in Buyer’s current liabilities and (z) the amounts included in the line item “Deferred trust income” shall not be included in Buyer’s current liabilities.
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Examples of Buyer Net Working Capital in a sentence

  • Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect changes in Buyer Net Working Capital from Buyer Target Working Capital.

  • Buyer Indemnified Parties 10.01 Buyer Net Working Capital and Net Other Assets and Liabilities 2.09(d) CellStar Employer Payment Obligations 9.02(t) CellStar, Ltd.

  • Seller warrants to Buyer that Company shall be free of any indebtedness that is not taken into account in calculating Buyer Net Working Capital pursuant to Section 1.5 above.


More Definitions of Buyer Net Working Capital

Buyer Net Working Capital is defined in section 1.5(a).
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Buyer Net Working Capital has the meaning set forth in Section 2.2(b)(ii).
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Related to Buyer Net Working Capital

  • Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.

  • Target Working Capital means $0.

  • Target Net Working Capital means $0.

  • Net Working Capital means current assets minus current liabilities.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

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

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

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

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Working Capital means, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

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

  • 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.

  • Target Net Working Capital Amount means $0.

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

  • Consolidated Working Capital means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

  • 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 Working Capital Amount means $162,000,000.

  • 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.

  • Net Working Capital Target means $0.00.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Base Working Capital means $25,000,000.

  • Consolidated Working Capital Adjustment means, for any period 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.