Certified Working Capital definition

Certified Working Capital means the Working Capital as shown on the Post-Closing Working Capital Statement or, if recalculated by the Accountants in accordance with Section 2.7 hereof, the final and binding determination of Working Capital pursuant to that Section;
Sample 1
Certified Working Capital has the meaning set forth in Section 2.9(d).
Sample 1
Certified Working Capital means the Working Capital as shown on the Post-Closing Working Capital Statement or, if recalculated by the Accountants in accordance with Section 2.7, the final and binding determination of Working Capital pursuant to that Section.
Sample 1

Examples of Certified Working Capital in a sentence

  • Upon the conclusive determination of the Certified Working Capital, pursuant to the Escrow Agreement, Buyer and Seller shall promptly (but in no event later than five (5) Business Days) following the date of such determination instruct the Escrow Agent to release the Working Capital Escrow Amount that was subject to the Working Capital Escrow Account (after giving effect to any deductions and/or payments to Buyer pursuant to the Escrow Agreement and Section 2.9(d)) pursuant to the Escrow Agreement.

  • Upon completion of their determination of any Disputed Matters and, if necessary, the recalculation of the Certified Working Capital, the Accountants shall advise the Purchaser and the Vendor in writing of their determination and recalculation (the "Accountants' Determination").

  • For the purposes of the calculation of Certified Working Capital, Inventory will be valued based on an inventory count by representatives of the Vendor conducted in the presence of representatives of the Purchaser as of the close of business on the Business Day immediately preceding the Closing Date.

  • Upon completion of their determination of any Disputed Matters and, if necessary, the recalculation of the Certified Working Capital, the Accountants shall advise the Purchaser and Domtar in writing of their determination and recalculation (the “Accountants’ Determination”) which shall be final and binding.

  • For example, if the Reviewed Working Capital or Certified Working Capital, as the case may be, is negative $500,000, then the Working Capital Adjustment would be positive $150,000 resulting in a payment by Buyer to Seller of $150,000 and the release of the $250,000 of escrowed funds pursuant to the Escrow Agreement to Seller.

  • The Working Capital Adjustment shall be equal to (i) the Reviewed Working Capital or Certified Working Capital, as the case may be, plus (ii) $650,000.

  • On the liability side, debt increased by CHF 26.1 million to CHF 326.9 million.

  • The May Proposal identified a “Base Proposal Scope of Work,” priced at $9,734,000 and two “Alternates,” potential add-on packages that were priced$6,647,200 and $4,782,200.

  • If Buyer and Seller cannot agree on the Working Capital within such 15 day period, the working capital shall be determined by a nationally recognized independent accounting firm acceptable to both Buyer and Seller (the "Certified Working Capital"), the costs of such accounting firm to be borne equally by Buyer and Seller.

  • Alternatively, if the Reviewed Working Capital or Certified Working Capital, as the case may be, is negative $1,000,000 and the payment owing to Seller pursuant to Section 2.4 is $50,000, then the Working Capital Adjustment would be negative $350,000 resulting in the release from escrow to Buyer of the $250,000 escrowed funds and an offset of $50,000 against the $50,000 owing to Seller pursuant to Section 2.4.


More Definitions of Certified Working Capital

Certified Working Capital shall have the meaning ascribed to it in Section 3.3(b)(iii).
Sample 1

Related to Certified Working Capital

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

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

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

  • 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.

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

  • Target Working Capital means $0.

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

  • 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.

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

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

  • 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.

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

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

  • Target Net Working Capital means $0.

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

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

  • 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).

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

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

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

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

  • 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.

  • 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;