Business Working Capital definition

Business Working Capital means the amount (which may be a positive or negative number) equal to (a) the sum of the assets of the Business as of 12:01 a.m. (New York time) on the Closing Date represented in the line items shown on the Sample Closing Statement for the Business as of such time, minus (b) the sum of the liabilities of the Business as of 12:01 a.m. (New York time) on the Closing Date represented in the liability line items shown on the Sample Closing Statement for the Business as of such time, in each case calculated in a manner consistent with the Accounting Principles and the Sample Closing Statement; provided that there shall be excluded from such calculation the Excluded Assets, the Retained Liabilities, all assets or Liabilities in respect of Income Taxes (whether current, deferred, or contingent), any amounts included in the calculation of Business Net Cash, any intercompany accounts or Liabilities to be repaid or extinguished pursuant to this Agreement in connection with the Closing, including pursuant to Section 6.7, and any intercompany receivables and intercompany payables, and other intercompany Liabilities, solely between or among any Conveyed Subsidiaries and any of their Subsidiaries.
Sample 1Sample 2Sample 3
Business Working Capital means for the Business the sum of the current assets included in the Business Assets, less any current liabilities included in the Assumed Liabilities as of the close of business on the day immediately preceding the Closing Date, calculated in accordance with Schedule 2.4(a).
Sample 1Sample 2
Business Working Capital means the amount (which may be a positive or negative number) equal to (a) the sum of the assets of the Business as of 12:01 a.m. (New York time) on the Closing Date represented in the line items shown on the Sample Closing Statement for the Business as of such time, minus (b) the sum of the liabilities of the Business as of 12:01 a.m. (New York time) on the Closing Date represented in the liability line items shown on the Sample Closing Statement for the Business as of such time, in each case calculated in a manner consistent with the Accounting Principles and the Sample Closing Statement; provided that there shall be excluded from such calculation the Excluded Assets, the Retained Liabilities, all assets or Liabilities in respect of Income Taxes (whether current, deferred, or contingent), any amounts included in the calculation of Business Net Cash, any intercompany accounts or Liabilities to be repaid or extinguished pursuant to this Agreement in connection with the Closing, including pursuant to Section 6.7 , and any intercompany receivables and intercompany payables, and other intercompany Liabilities, solely between or among any Conveyed Subsidiaries and any of their Subsidiaries.
Sample 1

Examples of Business Working Capital in a sentence

  • Subject to the immediately preceding sentence, no Retained Liability shall be reflected as a Liability in Business Working Capital.

  • The Business Working Capital Accounts were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Business as of the Balance Sheet Date included in the Financial Statements.

  • The Small Business Working Capital program supports working capital and operational projects for Basin-based small businesses facing challenges of COVID-19.

  • The aggregate amount of the Seller Closing Bonuses and any related employer-side Taxes (but less the amount of the Tax deduction that Seller Parent or its Affiliates would have realized had they paid the Seller Closing Bonuses) shall be reflected as a Liability in Business Working Capital.

  • Any action taken pursuant to this Section 2.3(b) after the Closing Date shall be deemed for purposes of calculating the Business Working Capital and the Business Net Cash pursuant to Section 2.9 to have occurred as of 12:01 a.m. (New York time) on the Closing Date.

  • The Trust provides funding through the Small Business Working Capital program to provide working capital and operating funds to Basin-based small businesses and social enterprises to assist with the challenges of COVID-19.

  • In Idaho Power’s 2021 IRP, it states “To account for likely variability in future PURPA resources, the 2021 IRP includes three contract renewal scenarios for existing PURPA resources: a 25% base case renewal rate and 0% and 100% low and high case bookends.” See 2021 IRP at page 47.

  • Promptly at or after the Closing, the Company shall conduct a physical inventory of the Northeast Business and the Homans Business as of the Closing Date (the “Closing Inventory”), the results of which shall be used for the purposes of the calculation of the Final Northeast Business Working Capital and the Final Homans Business Working Capital.

  • The Purchase Price (including any adjustments thereto) shall be allocated in accordance with a schedule which Newco shall provide to Parent within 30 days after the Final Retained Business Working Capital Statement shall have become final and binding on the parties pursuant to Section 2.7 and which shall be agreed upon by Parent and Newco within 15 days thereafter (the “Allocation Schedule”).

  • The Estimated Closing Statement shall be drawn up by Seller Parent as of 11:59 p.m. (New York time) on July 28, 2019 (the “Measurement Time”), as estimated in good faith by Seller Parent, in the format set out in Annex B-2, including with respect to the line items to be included as assets and liabilities in the calculation of Business Working Capital and Business Net Cash, and shall be delivered within the time period specified in the Purchase Agreement.


More Definitions of Business Working Capital

Business Working Capital means the business working capital of the Group as per the Closing Date in accordance with the Accounting Principles Consistently Applied and consisting of the line items set out in Schedule 7 attached hereto, as finally agreed or determined between the Parties in accordance with clause 6.2 and Schedule 9.
Sample 1
Business Working Capital means the sum of the Current Assets of the Joe’s Business minus the Current Liabilities of the Joe’s Business as of the close of business on the Closing Date, calculated in accordance with Exhibit A.
Sample 1

Related to Business Working Capital

  • Target Working Capital means $0.

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

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

  • 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.

  • Working Capital means, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Target Net Working Capital means $0.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

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

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

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

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

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

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

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

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

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

  • 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 Assets has the meaning as set forth in the Recitals of this Agreement.

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

  • 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).

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