Base Working Capital Sample Clauses
The 'Base Working Capital' clause defines the agreed-upon amount of working capital that a business should have at the time of closing a transaction, typically in mergers or acquisitions. This amount is usually calculated based on historical averages or a mutually accepted formula, and it serves as a benchmark for comparing the actual working capital at closing. If the actual working capital deviates from this base amount, purchase price adjustments may be triggered. The core function of this clause is to ensure fairness by aligning expectations and providing a mechanism to address fluctuations in working capital, thereby preventing disputes over short-term financial changes.
Base Working Capital. Base Working Capital is US$575 million to US$700 million and references in this Agreement to amounts being in excess of, greater than or less than Base Working Capital shall mean less than US$575 million and greater than or in excess of US$700 million.
Base Working Capital. The definition of "Base Working Capital" set forth in the Agreement is hereby amended and restated in its entirety to read as follows:
Base Working Capital. 4.1 Base Working Capital is US$575 million to US$700 million and references in this Agreement to amounts being in excess of, greater than or less than Base Working Capital shall mean less than US$575 million and greater than or in excess of US$700 million.
4.2 In relation to the France Business and the Netherlands Business, if one or both businesses is not transferred to the Purchaser under the terms of this Agreement at Closing, the Working Capital relating to such business (or businesses) shall not be included in the determination of the Working Capital at the Effective Time. If one or both of the France Business or the Netherlands Business are transferred to the Purchaser after Closing, then a further adjustment shall be made to the Closing Statement on the assumption that the France Business and/or the Netherlands Business were included in the Closing Statement taking the relevant items for the relevant business as of the date they are transferred to the Purchaser. Any adjustment arising as a result of including the France Business or the Netherlands Business in the Closing Statement after the date of this Agreement shall be agreed and paid on the same basis as the Closing Statement was agreed and paid in respect thereof made.
Base Working Capital. 2 Business.....................................................................12
Base Working Capital. Closing.........................................................................................
Base Working Capital. For purposes of this Section 2.10 and any Net Working Capital adjustment to the Initial Purchase Price, the parties hereto agree that the amount set forth on Schedule 2.10(a) hereto (the “Estimated Net Working Capital”) represents the estimated Net Working Capital of HTO and the Partnerships, on a combined basis, as of June 30, 2005 calculated in accordance with GAAP and using the same accounting principles as used in preparing the balance sheet data in the Financial Statements. Estimated Working Capital plus $100,000 shall be the “Base Working Capital.”