Proposed Net Working Capital definition

Proposed Net Working Capital has the meaning set forth in Section 2.4(e).
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Proposed Net Working Capital shall have the meaning assigned to such term in Section 2.3(b).
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Proposed Net Working Capital has the meaning set forth in Section 1.7(a).
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Examples of Proposed Net Working Capital in a sentence

  • Sellers’ Representative shall have the right to either accept or dispute the amounts reflected on the Proposed Closing Balance Sheet, including the amount of the Proposed Net Working Capital as reflected therein by delivering written notice (as applicable, an “Acceptance Notice” or a “Dispute Notice”) to the Purchaser before the expiration of the Objection Period.

  • The fees and disbursements of the representatives of each party incurred in connection with their preparation or review of the Proposed Net Working Capital Calculation and the preparation or review of any notice of objection, as applicable, shall be borne by such party.

  • If Buyer and the Shareholders mutually agree upon the Proposed Net Working Capital Calculation, within twenty (20) Business Days after Buyer’s delivery of such applicable notice, such agreement shall be binding upon the parties to this Agreement.

  • The parties agree that the Proposed Net Working Capital Calculation shall be prepared so that it presents fairly the Closing Net Working Capital, in accordance with GAAP, except for such deviations from GAAP as set forth on Schedule 2.04.

  • On the Closing Date and promptly following the Closing, representatives of the Purchaser and Seller shall jointly survey, measure and calculate the coal inventory using the inventory methodology set forth on Annex I, which coal inventory calculation shall be used in determining the Proposed Net Working Capital.

  • The Proposed Net Working Capital Calculation shall be binding upon the parties to this Agreement unless the Shareholders give written notice of disagreement with any of the values or amounts contained therein to Buyer within twenty (20) Business Days after their receipt of the Proposed Net Working Capital Calculation, specifying in reasonable detail the nature and extent of such disagreement.

  • In the event Buyer disputes the correctness of the Proposed Final Net Tangible Asset Amount or the Proposed Net Working Capital Change Amount, Buyer shall notify Seller of its objections within 45 days after receipt of Seller's calculation of the Proposed Final Net Tangible Asset Amount and the Proposed Net Working Capital Change Amount and shall set forth, in writing and reasonable detail, the reasons for Buyer's objections.

  • During the Objection Period, the Purchaser shall provide Sellers’ Representative with access to all of the documents, books and records used by the Purchaser in preparing the Proposed Closing Balance Sheet and the Proposed Net Working Capital.

  • If the Purchaser objects to the Proposed Closing Balance Sheet, the calculation of the Proposed Net Working Capital or the calculation of the Proposed Target in accordance with Section 2.4(b) above, the Purchaser and the Seller shall cooperate in good faith with each other and negotiate in good faith to resolve any disputed items during the period of thirty (30) days following the date on which the objection notice is given by the Purchaser to the Seller (the “ Negotiation Period”).

  • If Seller and Buyer mutually agree upon the Proposed Net Working Capital Amount within thirty (30) days after Buyer's delivery of such notice of disagreement, such agreement shall be binding upon the parties hereto for purposes of this Agreement.


More Definitions of Proposed Net Working Capital

Proposed Net Working Capital has the meaning set forth in the Merger Agreement.
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Proposed Net Working Capital has the meaning set forth in Clause 3.4.1 of this Agreement.
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Related to Proposed Net Working Capital

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

  • Net Working Capital means current assets minus current liabilities.

  • Target Net Working Capital means $0.

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

  • Target Working Capital means $0.

  • 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).

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

  • 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.

  • 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.

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

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

  • 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.

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

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

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

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

  • Net Working Capital Target means $0.00.

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

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

  • 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 Working Capital has the meaning set forth in Section 2.04(b).

  • 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.

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

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

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