Net Working Capital Defined. “Net Working Capital” means the aggregate of (A) accounts receivable, plus (B) inventory, minus (C) accrued expenses, minus (D) accounts payable, and (E) other current liabilities determined in accordance with GAAP (specifically excluding any Debt), for the Company as of the Closing, as determined in accordance with this Section 1.3 and Exhibit 1.3(a)(ii).
Net Working Capital Defined. “Net Working Capital” means an amount equal to (x) current assets (excluding Cash and Cash Equivalents) of the Company minus (y) current liabilities of the Company, in each case determined as of immediately prior to the Closing and in accordance with GAAP and the principles used in the calculation of Target Net Working Capital. Net Working Capital shall be calculated in accordance with the example calculation set forth on Exhibit 2.4(h); provided, that in no event will (i) any amounts set forth on Exhibit 2.4(h) for purposes of the example calculation of Net Working Capital be binding in connection with the determination of the Estimated Merger Consideration or the Merger Consideration, or (ii) any Tax assets or Tax liabilities be included in the calculation of Net Working Capital.
Net Working Capital Defined. “Net Working Capital” means an amount equal to (x) accounts receivable (less any normal reserve for bad debt and any unapplied customer payments), any prepaids and any work in process (or “WIP”), minus (y) accounts payable, deferred revenue and customer deposits (upfront prepayments), in each case determined as of the Effective Time and in accordance with GAAP and the principles used in the calculation of Target Net Working Capital. Exhibit 2.3(h) shall serve as an example and in no event will any amounts set forth on it be binding in connection with the determination of Final Net Working Capital.
Net Working Capital Defined. “Net Working Capital” means an amount equal to (x) current assets of the Company in the categories set forth on Exhibit 2.3(j), minus (y) current liabilities of the Company in the categories set forth on Exhibit 2.3(j), in each case determined as of immediately prior to the Closing and in accordance with GAAP and the principles used in the calculation of Target Net Working Capital. Net Working Capital shall be calculated in accordance with the example calculation set forth on Exhibit 2.3(j); provided, that in no event will any amounts set forth on Exhibit 2.3(j) for purposes of the example calculation of Net Working Capital be binding in connection with the determination of the Cash Payment or the Final Cash Payment.
Net Working Capital Defined. “Net Working Capital” means an amount equal to (x) Acquired Assets that are current assets in the categories set forth on Exhibit 2.3(g) minus (y) Assumed Liabilities that are current liabilities in the categories set forth on Exhibit 2.3(g), in each case determined as of the Effective Time and in accordance with GAAP and the principles used in the calculation of Target Net Working Capital. The Parties agree that services provided to the Company before Closing but that become due and payable after Closing (e.g., telephone, Internet, VAN services, etc.) will be treated as trade accounts payable for purposes of Net Working Capital.
