Audited Working Capital definition

Audited Working Capital means the actual amount of Working Capital of Target as of the close of business on the day immediately preceding the Closing Date, as determined in accordance with Section 8.6; it being understood that Audited Working Capital shall (a) be calculated prior to any adjustment required by Section 2.6(b), whether as originally calculated prior to the Effective Time or as part of the Recalculation, (b) include any cash, up to a maximum of $110,000, received by the Surviving Corporation concurrently with the Closing from the repayment of Shareholder Notes, and (c) exclude any obligation included in Audited Assumed Debt.

Audited Working Capital means the Working Capital (as defined herein) as at December 31, 1996 as determined pursuant to Section 2.8, except that (i) cash balances reportable as cash in accordance with United States GAAP shall be included in current assets to the extent such balances are held by the Audio Products Group Companies as at December 31, 1996, whether or not such balances appear on the Audited Closing Balance Sheet, and, (ii) all indebtedness for borrowed money of the Audio Products Group Companies as at December 31, 1996 shall be included in 5 14 current liabilities irrespective of the date of maturity of such indebtedness and whether or not such indebtedness appears on the Audited Closing Balance Sheet.

Audited Working Capital means the excess of current assets over current liabilities (exclusive of cash, the current portion of long-term indebtedness, current deferred tax assets or liabilities, and intercompany indebtedness or receivables) of the Company as shown on the Audited Balance Sheet.

Examples of Audited Working Capital in a sentence

• The Company shall notify the Investors in writing, no later than the Trading Day following the date on which the audit yielding the June 30th Audited Working Capital Amount has been completed, indicating therein the June 30th Audited Working Capital Amount and the amount, if any, of Additional Shares resulting therefrom.

• If the June 30th Audited Working Capital Amount is less than $3,500,000 (the “Adjusted Unaudited Working Capital Amount”) then the Company shall immediately issue additional shares of Common Stock (the “Additional Shares”) to each Investor for no additional consideration, determined as follows: (a) the amount by which the Adjusted Unaudited Working Capital Amount exceeds the June 30th Audited Working Capital Amount, divided by (b) the Per Share Purchase Price.

• To the extent Effective Date Working Capital is less than Audited Working Capital minus $100,000, XXXX shall pay to Purchaser such deficit amount as a reduction in Purchase Price.

• If the Shareholders Notice is not timely delivered within such thirty (30) day period, then the amounts of Audited Working Capital, Audited Cash, and Audited Assumed Debt, as reflected in the Audit Notice, shall be final and binding.

• The parties acknowledge and agree that the amount of Merger Cash to be paid to the Shareholders in consideration for the Merger is to be based, in part, on the amount of Audited Working Capital, Audited Cash, and Audited Assumed Debt of Target as of the close of business on the day preceding the Closing Date, as such amounts impact the value of the assets Autobytel shall acquire in the Merger.

• Accordingly, the parties hereto agree that if Working Capital of Company as reflected on the Audited Balance Sheet ("Audited Working Capital") is less than Six Million Nine Hundred Ninety-Three Thousand, Six Hundred Sixty Three Dollars ($6,993,663.00) (the "Benchmark Amount"), Seller shall pay to Buyer on the "Post-Closing Date" (as hereinafter defined) an amount (hereinafter referred to as the "Deficiency Payment") equal to the amount by which the Audited Working Capital is less than the Benchmark Amount.

• This Agreement shall be governed by the laws of the ------------- State of Washington.

• To the extent Effective Date Working Capital is greater than Audited Working Capital plus $100,000, Purchaser shall pay such excess to XXXX as additional Purchase Price.

• Section 7.17 of this Agreement shall be amended by deletion of the definitions contained in subsections (e) ("Audited Balance Sheet"), (f) ("Audited Working Capital"), (O) ("Effective Date Balance Sheet"), (P) ("Effective Date Working Capital"), (q) ("Effective Date"), and (r) ("Effective Date Balance Sheet").

• The parties further agree that if Audited Working Capital exceeds the Benchmark Amount, Buyer shall pay to Seller on the Post-Closing Date an amount (hereinafter referred to as the "Surplus Payment") equal to the amount by which the Audited Working Capital exceeds the Benchmark Amount; provided, however, that notwithstanding the amount by which Audited Working Capital exceeds the Benchmark Amount, the Surplus Payment shall not exceed Two Hundred Fifty Thousand Dollars ($250,000).

More Definitions of Audited Working Capital

Audited Working Capital is defined in Section 2.2.2.