Actual Working Capital Amount means as of 12:01 a.m. Beijing time on the Closing Date, (a) the current assets of the Company as of such time (excluding Closing Cash), minus (b) the current liabilities of the Company as of such time (excluding Closing Debt), in each case, calculated in accordance with the Accounting Principles on a basis consistent with the illustrative sample calculation set forth on Schedule I attached hereto. For purposes of the calculation of Actual Working Capital Amount, (i) current assets shall include all current Tax assets allocable to the Taxable period that is deemed to end on the Closing Date pursuant to, and in accordance with, Section 5.10(a) and shall expressly exclude all deferred Tax assets; and (ii) current liabilities shall expressly exclude: (w) Indebtedness; (x) Company Transaction Expenses; (y) all deferred Tax liabilities; and (z) all current Tax liabilities not allocable to the Taxable period that is deemed to end on the Closing Date (or any earlier Taxable period) pursuant to Section 5.10(a).
Actual Working Capital Amount means the aggregate value of the current assets of the Group less the aggregate amount of the current liabilities of the Group being the amount shown as the Actual Working Capital Amount in each case determined in accordance with the Completion Statement
Actual Working Capital Amount has the meaning provided in Section 2.8(d)(i), which amount will be calculated in the manner described on the Working Capital Schedule and in accordance with Section 2.8.
Examples of Actual Working Capital Amount in a sentence
Purchaser shall pay, or cause its Affiliates (including, after the Closing, the Company) to pay, to Seller, as additional consideration for the Purchased Interest, all Tax refunds that are received by or with respect to the Company after the Closing that are attributable to a Pre-Closing Tax Period within five (5) Business Days of the receipt of such Tax refund other than to the extent such Tax refund was taken into account in the calculation of the Actual Working Capital Amount.
More Definitions of Actual Working Capital Amount
Actual Working Capital Amount has the meaning set forth in Section 2.07(a).
Actual Working Capital Amount means the actual amount of Working Capital of the Group Companies calculated in accordance with Part 3 of Schedule 6 (Effective Time Statements);
Actual Working Capital Amount means the amount calculated in accordance with Schedule VI, being the consolidated amount of Working Capital of the Subsidiaries.
Actual Working Capital Amount means the amount specified in the Working Capital Statement as being the “Actual Working Capital Amount” as at close of business on the last Business Day prior to the Completion Date as shown in the Completion Accounts (and, for the avoidance of doubt, taking into account any adjustments referred to in Part A of Schedule 6) Agreed Data Room Sections means all documents and information contained in the Data Room other than the Excluded Documents Announcement has the meaning given to it in clause 11.1 Anti-Bribery Laws means any applicable law, rule, regulation or other legally binding measure relating to the prevention of bribery, corruption, fraud or similar or related activities in any country, including the Xxxxxxx Xxx 0000 of the United Kingdom and the Foreign Corrupt Practices Xxx 0000 of the United States of America Authorities has the meaning given to such term in paragraph 4.4 of Schedule 2 Barclays Debt means the aggregate sum outstanding to Barclays Bank PLC in respect of the arrangements and facilities detailed in section 2.1 of the Data Room as confirmed by Barclays Bank PLC Barclays Debt Amount means the amount of the Barclays Debt to be repaid at Completion in respect of the Overdraft Facility Ben Xxxxxxx Clothing means the limited liability company by the name of Ben Xxxxxxx Clothing LLC, further details of which are set out in Part A of Schedule 1 Ben Xxxxxxx Limited means the private limited company by the name of Ben Xxxxxxx Limited, further details of which are set out in Part A of Schedule 1 Ben Xxxxxxx Limited Debenture means a debenture granted by Ben Xxxxxxx Limited for the benefit of Barclays Bank PLC dated 27 July 2007 Books and Records means all books, files, copies of contracts, registers, documents, literature, correspondence, papers and records required by law to be kept by the Target Group relating to the period prior to Completion, whether such items are original documents, recorded in computerised form or otherwise Business Day means a day (other than a Saturday or Sunday) on which clearing banks are ordinarily open for a full range of normal banking business in London, United Kingdom, New York 2 and Atlanta, Georgia Business Information means all information (in whatever form held) which:
Actual Working Capital Amount means the Working Capital as at the Effective Time, as set out in the Completion Accounts;
Actual Working Capital Amount means the Working Capital as at the Effective Time as set out in the Settlement Statement.
Actual Working Capital Amount shall have the meaning ascribed to such term in Section 2.05(e).