Adjusted Working Capital Amount definition

Adjusted Working Capital Amount means the amount computed by subtracting Adjusted Current Liabilities from Adjusted Current Assets as finally determined in accordance with Section 7.09(c). Adjusted Working Capital will exclude amounts relating to the 1999 Xxxx Portable Plant and the upgrade of the aggregate section of the Detroit batch plant (bins).
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Adjusted Working Capital Amount means an amount equal to, as of the Closing, (i) all current assets of the Company, less (ii) all current Liabilities to the extent required to be reflected on the Company’s balance sheet in accordance with GAAP other than the current Liabilities set forth on Schedule 1.5(b)(i) hereto (the “Excluded Liabilities”). In calculating the Adjusted Working Capital Amount, it will be assumed that the proceeds from the exercise (or deemed proceeds from the net exercise) of the Company Options are included as cash received by the Company as of the Closing.
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Adjusted Working Capital Amount means an amount equal to, as of the Closing, (i) all assets of the Company, less (ii) all Liabilities to the extent required to be reflected on the Company’s balance sheet in accordance with GAAP other than the liabilities set forth on Schedule 1.6(a)(i) hereto (the “Excluded Liabilities”). In calculating the Adjusted Working Capital Amount, it will be assumed (i) that the deferred revenue balances as of the Closing are the same as the deferred revenue balances as reflected on the Interim Financials such that the Adjusted Working Capital Amount will not be affected by any increase or decrease in deferred revenue between the Balance Sheet Date and the Closing and (ii) that (a) the Vested Option Exercise Price and (b) proceeds from the exercise (or deemed proceeds from the net exercise) of the Company Warrants are included as cash received by the Company as of the Closing.
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Examples of Adjusted Working Capital Amount in a sentence

  • The Seller's objection, if any, to the Accountants' CAWCA Report (the "Seller's CAWCA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CAWCA Report and the Seller's calculation of the Closing Adjusted Working Capital Amount.

  • If the Seller does not object to the Accountants' CAWCA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CAWCA Report, then the adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance.

  • The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount (the "Accountants' CAWCA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CAWCA Report to the Seller no later than sixty (60) days following the Closing Date.

  • The determination of the Closing Adjusted Working Capital Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CAWCA Report within fifteen (15) days following their receipt of the Accountants' CAWCA Report.

  • Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Adjusted Working Capital Amount.

  • The Adjustment Schedule will set forth the computation of the Adjusted Working Capital Amount.

  • The determination of the Closing Adjusted Working Capital Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CAWCA Report within fifteen (15) days following its receipt of the Accountants' CAWCA Report.

  • The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (as hereinafter defined) is less than $150,000 on the Closing Date (the "Closing Adjusted Working Capital Amount").

  • In no event shall the detailed credit balance amounts included in the Closing Net Adjusted Working Capital Amount be reduced below the detailed credit balances included in the Current Assets and Current Liabilities of Emerald specified in subsections 3.6(d)(i) and (d)(ii) above at the Adjustment Date.

  • The Sellers' objection, if any, to the Accountants' CAWCA Report (the "Sellers' CAWCA Objection") shall set forth in reasonable detail the Sellers' objection(s) to the Accountants' CAWCA Report and the Sellers' calculation of the Closing Adjusted Working Capital Amount.


More Definitions of Adjusted Working Capital Amount

Adjusted Working Capital Amount means Scheduled Assets minus Scheduled Liabilities.
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Adjusted Working Capital Amount means an amount equal to, as of the Closing, (i) the aggregate of all current assets of the Company (except for cash or cash equivalents), less (ii) all current liabilities of the Company (including unearned revenue), in each case, determined in accordance with GAAP (as consistently applied by the Company); provided, however, that for this purpose current liabilities of the Company shall not include (A) Company Debt, (B) severance amounts payable to current Employees as a result of Parent or the Surviving Corporation terminating the employment of any such Employees at or following the Closing and
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Adjusted Working Capital Amount has the meaning set forth in Section 2.13(a).
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Adjusted Working Capital Amount means (i) the aggregate dollar amount of all assets properly characterized as current assets of Target and its Subsidiaries under the Specified Accounting Principles as of the time immediately prior to the Closing, plus (ii) the aggregate dollar amount of all payments of Specified Transactional Expenses made at or prior to the Closing, minus (iii) the aggregate dollar amount of all liabilities properly characterized as current liabilities of Target and its Subsidiaries under the Specified Accounting Principles as of the time immediately prior to the Closing (including current liabilities representing accrued bonuses payable to Rxxxxxx X. Xxxxxxxx and Rxxxxxx X. Xxxxxxxx), excluding all such liabilities representing obligations to pay Specified Transactional Expenses.
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Adjusted Working Capital Amount means an amount equal to, as of the Closing, (i) the aggregate of all current assets of the Company, less (ii) all current liabilities of the Company, in each case, determined in accordance with GAAP (as consistently applied by the Company, to the extent in accordance with GAAP); provided, that for this purpose, and for the avoidance of doubt, current liabilities of the Company shall not include (1) Change in Control Payments, (2) Transaction Expenses, (3) Company Debt, or (4) severance amounts payable to non-Executive employees of the Company or its Subsidiaries under the Standard Severance Matrix as a result of such employees not continuing their employment with the Company or its Subsidiaries or becoming employees of Parent or its Affiliates following the Closing. The calculation of the Adjusted Working Capital Amount based on the Current Balance Sheet and the methodology relating thereto is set forth in Schedule 6.5, which the parties agree will be the methodology used in determining the Adjusted Working Capital Amount.
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Adjusted Working Capital Amount means the amount computed by subtracting Adjusted Current Liabilities from Adjusted Current Assets.
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Related to Adjusted Working Capital Amount

  • 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.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Target Net Working Capital Amount means $5,000,000.

  • Target Working Capital Amount means $75,000,000.

  • 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.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • 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.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • Net Working Capital Target means $0.00.

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

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Working Capital Target means $0.

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

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

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

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

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

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Target Net Working Capital means $0.

  • 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).

  • Working Capital Advance has the meaning specified in Section 2.01(a).