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.
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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).
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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.
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Examples of Business Working Capital in a sentence

  • 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 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.

  • Subject to the immediately preceding sentence, no Retained Liability shall be reflected as a Liability in 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”).

  • Newco shall prepare and deliver IRS Form 8594 to the Company within ninety (90) days the Final Retained Business Working Capital Statement shall have become final and binding on the parties pursuant to Section 2.7 to be filed with the IRS.

  • Not later than ninety (90) calendar days after the Closing Date, Buyer will provide Sellers with a statement of Buyer’s calculation of the actual Business Working Capital (the “Buyer’s Working Capital Statement”).

  • The term “Homans Business Working Capital Adjustment” has the meaning set forth in Section 1.06(a).

  • The term “Northeast Business Working Capital Adjustment” has the meaning set forth in Section 1.06(a).

  • This Agreement shall be governed by and construed in accordance with the laws of New York, and the Parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in New York, New York for resolution of any disputes hereunder; provided, however, that with respect to disagreements relating to the Final Business Working Capital, such disagreements shall be finally settled as provided in Section 2.4.

  • The term “Final Northeast Business Working Capital” shall mean the Northeast Business Working Capital as of the Closing, reflecting any adjustment pursuant to Section 1.06.


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.
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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.
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Related to Business Working Capital

  • Target Working Capital has the meaning set forth in Section 2.06(a)(ii).

  • 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 close of business on the Closing Date.

  • Working Capital means Current Assets less Current Liabilities.

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

  • Target Net Working Capital means $36,500,000.

  • 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 shall have 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 2.4(b)(iii).

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

  • Consolidated Working Capital at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

  • 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 2.5.

  • Target Working Capital Amount means $162,000,000.

  • 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 means the current assets of Company and its Subsidiaries as of the Effective Time (including all Cash and Cash Equivalents), each determined in accordance with Accounting Principles but excluding all Tax assets; provided, however, in no event shall any accounts receivable relating to item #3 (System Gain/Loss) on Schedule 4.5 be included as a current asset of the Company or its Subsidiaries.

  • Target Net Working Capital Amount means $0.

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).