Adjusted Working Capital. Not permit Adjusted Working Capital to be less than (i) negative $11,500,000 as of Xxxxx 00, 0000, (xx) negative $11,250,000 as of the end of April 30, 2005, May 31, 2005, June 30, 2005 and July 31, 2005, and (iii) negative $10,750,000 as of the end of each calendar month thereafter; such amount to be determined in accordance with GAAP as of such month-end.
Adjusted Working Capital. Not permit Adjusted Working Capital to be less than (i) negative $10,000,000 as of March 31, 2004, and (ii) negative $10,500,000 as of the end of each monthly period from April 30, 2004 through November 30, 2004, and (iii) negative $9,000,000 as of December 31, 2004, provided that the amount Adjusted Working Capital may not be less than under this Section 10.6.6 shall thereafter increase by $1,000,000 as of and at the end of each fiscal year of the Company commencing with such fiscal year-end 2005; such amount to be determined in each case in accordance with GAAP as of each month-end. For example and greater clarity, the amount Adjusted Working Capital may not be less than under this Section 10.6.6 as of the end of the Company’s fiscal year ending on or about December 31, 2005 shall be negative $8,000,000.
Adjusted Working Capital. The Loan Parties shall not permit Adjusted Working Capital to be less than negative $11,000,000 as of March 31, 2004, and (ii) negative $11,550,000 as of the end of each monthly period from April 30, 2004 through November 30, 2004 and (iii) negative $9,900,000 as of December 31, 2004, provided that the amount Adjusted Working Capital may not be less than under this Section 10.6.6 shall increase by $1,000,000 as of and at the end of each fiscal year commencing with such fiscal year-end 2005; such amount to be determined in each case in accordance with GAAP as of each month-end. For example and greater clarity, the amount Adjusted Working Capital may not be less than under this Section 6.17(f) as of the end of the Company’s fiscal year ending on or about December 31, 2005 shall be negative $8,900,000.
Adjusted Working Capital. The Company shall promptly notify the Purchasers at such time as the Company’s Adjusted Working Capital is less than $1,500,000. Following the notification referenced in the foregoing sentence, the Company shall, until the earlier of the issuance of the Tranche 2 Closing Shares and January 31, 2014, deliver to the Major Investors a statement of Adjusted Working Capital on a bi-weekly basis.
Adjusted Working Capital. Not permit Adjusted Working Capital to be less than negative $11,500,000 as of March 31, 2005; such amount to be determined in accordance with GAAP as of such month-end.
1.7 The Loan Parties specifically acknowledge and agree that the waiver set forth herein is a limited waiver, granted only with respect to the specific Events of Default described herein, and that each term and provision of the Loan Documents (as amended by this Amendment) remains in full force and effect. The waiver set forth herein in no manner creates a course of dealing or otherwise impairs the future ability of the Agent or the Banks to declare an Event of Default under the Loan Documents (other than on account of the matters waived hereunder), or to otherwise enforce the terms of the Loan Documents.
Adjusted Working Capital. At the Effective Time, the Adjusted Working Capital shall be no less than $1,933,000, as evidenced by the Estimated Closing Balance Sheet
Adjusted Working Capital. To the extent that the Adjusted Working Capital on the Closing Date is less than $800,000 (the “Benchmark,” and any such deficiency, the “Deficiency Amount”), then the Members shall pay to the Purchaser in cash the amount of such Deficiency Amount, pursuant to this Section 2.2, and to the extent that the Adjusted Working Capital at Closing is greater than the Benchmark (any such excess, the “Excess Amount”), then the Purchaser shall pay to the Members in cash the amount of such Excess Amount, pursuant to this Section 2.2. The term “Adjusted Working Capital” shall be the result, in dollars, of subtracting (1) all balance sheet liabilities of the Company as of the Closing Date including, in any event, any and all (a) outstanding payroll, vacation time, bonuses, and other benefits required to be accrued on the balance sheet of the Microsoft Business under GAAP; and (b) any Approved Liabilities; along with (c) the items described on Schedule 2.2; from (2) all accounts receivable of the Company, as of the Closing Date, but only to the extent such receivables are actually paid to the Company following the Closing Date but prior to June 30, 2007 (the “Determination Date”). Adjusted Working Capital shall be determined by the Purchaser in accordance with GAAP and consistent with the foregoing (including Schedule 2.2). The Purchaser shall notify the Members of its determination of the Adjusted Working Capital, and its computation of any Deficiency Amount or Excess Amount, as the case may be, as promptly as reasonably practical following the Determination Date (the “Purchaser Notice”). Any Deficiency Amount or Excess Amount required to be paid by the Members or the Purchaser, as the case may be, shall be so paid by wire transfer of immediately available funds, within thirty (30) days following the Purchaser’s delivery of the Purchaser Notice. Notwithstanding the foregoing, prior to the Determination Date, the parties shall consult from time to time in good faith as to whether the Adjusted Working Capital is reasonably determinable by the Purchaser in whole or in part prior to the Determination Date, with the goal of making partial payments of the Deficiency Amount or the Excess Amount if so determinable, but with the final reconciliation of the same to be made based on the final calculations by the Purchaser as of the Determination Date as aforesaid.
Adjusted Working Capital. “Adjusted Working Capital” means, for each Acquired Entity, the aggregate Current Assets of such Acquired Entity and the subsidiaries directly or indirectly owned by such Acquired Entity, less the Current Liabilities of each such Acquired Entity and the subsidiaries directly or indirectly owned by such Acquired Entity, as follows:
Adjusted Working Capital. No later than three Business Days prior to the Closing Date, Holdings shall have delivered to Acquisition the balance sheet as of the Preliminary Adjustment Date, the calculations of the Preliminary Adjusted Working Capital Amount and the officer's certificate described in Section 2.4(a).
Adjusted Working Capital. 8 Agreement............................................................. 1 Assets................................................................ 1
