Baseline Working Capital Amount definition

Baseline Working Capital Amount means $5,347,764, which is the Working Capital Amount as set forth in the balance sheet of the Company contained in the unaudited, consolidating management reports for the Company, GMI and the Company Group as of March 31, 2010. The “Working Capital Amount” shall mean, as of a particular date, an amount equal to (i) the consolidated current assets of the Company minus (ii) the consolidated current liabilities of the Company (excluding, for the avoidance of doubt, long-term portion of any liabilities, and deferred Tax liabilities that solely relate to the difference between book income and taxable income), in each case calculated in accordance and consistently with the past practices of the Company (“Company Accounting Practices”). In calculating the Working Capital Amount, the calculation shall be performed in a manner consistent with the example of the net working capital calculation attached hereto as Annex A. For the avoidance of doubt, for purposes of the calculation of the Working Capital Amount, all deferred Tax liabilities of the Company shall be properly accrued on the balance sheet contained in the unaudited management reports for the Company in accordance and consistently with their respective past practices, as adjusted in this Section 1.4(a) and Annex A attached hereto.
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Baseline Working Capital Amount means an amount equal to $45,502,127, which is the amount of the Working Capital of the Business as of February 28, 2003, as more particularly calculated on Schedule 3.2(a).
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Baseline Working Capital Amount means $17,470,000. -------------------------------
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Examples of Baseline Working Capital Amount in a sentence

  • The Preliminary Statement of Working Capital shall be prepared using the same methodology as was used to prepare the calculation of the Baseline Working Capital Amount, except that the $446,453.00 will not be subtracted in determining Working Capital for purposes of the Preliminary Statement of Working Capital.

  • Such payment shall be made by Buyer to Seller in cash, by cashier’s or certified check, or by wire transfer of immediately available funds in United States Dollars to the accounts designated by Seller pursuant to the immediately preceding sentence.(ii) If the Actual Closing Date Working Capital Amount is less than the Baseline Working Capital Amount, Buyer shall be entitled to receive an amount by which (A) the Baseline Working Capital Amount exceeds (B) the Actual Closing Date Working Capital Amount.

  • The computation of the Closing Working Capital Amount shall be made on a basis consistent with the method of computation of the Baseline Working Capital Amount.

  • If the Working Capital set forth in the Preliminary Statement of Working Capital exceeds the Baseline Working Capital Amount, then the Purchase Price payable at the Closing (the "Closing Purchase Price") shall be the sum of $58,000,000 and the amount of that excess.

  • If the Working Capital, as set forth in the Final Statement, is less than the Baseline Working Capital Amount, then the Purchase Price shall be decreased by that deficit, and the Seller shall pay to the Buyer an amount equal to the deficit.

  • If the Working Capital set forth in the Preliminary Statement of Working Capital is less than the Baseline Working Capital Amount, then the Closing Purchase Price shall be $58,000,000 less the amount of that excess.

  • The calculation of the Baseline Working Capital Amount is set forth on Schedule 3.2(a).

  • The consolidated Working Capital of AAI as of June 30, 2006, less $446,453.00, was $4,123,376.07 (the "Baseline Working Capital Amount"), and its calculation is set forth in Section 2.1 of the Disclosure Document.

  • The Baseline Working Capital Amount and the AAI Financial Statements have been prepared in accordance with GAAP and fairly present the financial position of the Sellers as of their dates and the results of operations for the periods covered by them.

  • The unaudited financial statements referred to in the first sentence of this Section 3.6 and the Baseline Working Capital Amount have been prepared on a basis consistent with the audited financial statements referred to in that sentence and the audited financial statements of Maxco contained in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2006.


More Definitions of Baseline Working Capital Amount

Baseline Working Capital Amount means Seven Million Five Hundred Thousand Dollars ($7,500,000). The “Working Capital Amount” shall mean an amount equal to (i) the current assets of the Company minus (ii) the current liabilities of the Company, all as determined in accordance with generally accepted accounting principles of the United States, consistently applied. In calculating the Working Capital Amount, the calculation shall be performed in a manner consistent with the example of the net working capital calculation attached hereto as Annex D (the “Net Working Capital Example”). Any payment by Buyer at Closing to pay Company’s Bank Debt shall be added back to the Working Capital Amount to the extent such Bank Debt was otherwise part of the Working Capital Amount.
Sample 1
Baseline Working Capital Amount means $7,000,000.00.
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Baseline Working Capital Amount means the Baseline Working Capital Amount set forth on the Baseline Statement.
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Baseline Working Capital Amount means sixteen million two hundred thousand dollars ($16,200,000).
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Baseline Working Capital Amount means the average of the Working Capital Amount for the three months ended immediately preceding the Closing (including the month in which the Closing occurs if the Closing Date is the last day of a calendar month).
Sample 1
Baseline Working Capital Amount means Four Million Three Hundred Eighty-Four Thousand Dollars ($4,384,000). The “Working Capital Amount” shall mean an amount equal to (i) the consolidated current assets of the Company Group minus (ii) the consolidated current liabilities of the Company Group. In calculating the Working Capital Amount, the calculation shall be performed in a manner consistent with the example of the net working capital calculation attached hereto as Annex D (the “Net Working Capital Example”). For the avoidance of doubt, for purposes of the calculation of the Working Capital Amount, (t) no accrual shall be made with respect to personal/sick leave time available to employees of the Company Group, (u) the amount of cash held in the Reserve Account, if any, shall not be treated as a current asset; however, the amount of the Cash Deposit, if any, held for the account of the Company as of the Closing Date, as well as any other cash, if any, held by the Company as of the Closing Date (after payment of the amounts specified in Section 1.4(a)), shall be treated as a current asset; (v) except as otherwise provided in clause (z) below, the current portion of all deferred Tax assets (including deferred Tax assets resulting from any income tax deductions described in Section 3.9(d)), shall be treated as current assets, (w) all deferred Tax liabilities of the Company Group shall be properly accrued on the balance sheet of the Company Group in accordance with generally accepted accounting principles of the United States (“GAAP”), (x) all Tax liabilities (and associated costs and expenses) for federal, state and local income Taxes that are taken into account in determining the Reserve Account shall be excluded from the current liabilities, (y) as reflected on Annex D, the LTM Advance and any deferred liabilities (other than the current portion of deferred Tax liabilities) shall be excluded from the calculation of current liabilities, and (z) the Insurance Tail Coverage (and any tax benefit arising from the premiums paid or to be paid with respect thereto) shall not be included as a current asset of the Company Group.
Sample 1

Related to Baseline Working Capital Amount

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

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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;

  • Net Working Capital Target means $0.00.

  • Base Working Capital means $25,000,000.

  • Working Capital Target means $0.

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

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

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

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

  • 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.

  • Target Working Capital means $0.

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

  • Final Working Capital has the meaning set forth in Section 2.04(b).

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

  • 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.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

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

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