Closing Adjusted Net Working Capital definition

Closing Adjusted Net Working Capital has the meaning set forth in Section 2.2.3.1(a).
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Closing Adjusted Net Working Capital means the amount of the difference between (i) the aggregate value of the current assets of the Seller (excluding cash) as of the Closing (the "Current Assets"), and (ii) the aggregate amount of the current liabilities of the Seller (excluding liabilities for taxes and other Excluded Liabilities) as of the Closing (the "Current Liabilities"), in each case computed in a manner consistent with the Seller's accounting practices. If Current Assets exceed Current Liabilities, the Closing Adjusted Net Working Capital shall be deemed to be a positive amount. If Current Liabilities exceed Current Assets, the Closing Adjusted Net Working Capital shall be deemed to be a negative amount.
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Closing Adjusted Net Working Capital means the amount of the difference between (i) the aggregate value of the current assets of the Business as of the Closing only to the extent included in the Seller Assets (the "Current Assets"), and (ii) the aggregate amount of the Current Liabilities, in each case computed in a manner consistent with the Sellers' accounting practices applicable to the September Balance Sheet (as defined below). If Current Assets exceed Current Liabilities, the Closing Adjusted Net Working Capital shall be deemed to be a positive amount. If Current Liabilities exceed Current Assets, the Closing Adjusted Net Working Capital shall be deemed to be a negative amount.
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Examples of Closing Adjusted Net Working Capital in a sentence

  • If Current Assets exceed Current Liabilities, the Closing Adjusted Net Working Capital shall be deemed to be a positive amount.

  • Morrison (2011) reminds us that recorded ALS discussions are a powerful method where a group of people meet regularly to discuss problems, support each other, and act to resolve the issues (cf.

  • If the Certified CCE Tax Benefits are less than $292,000,000, then Splitco shall pay or cause to be paid to CCE at the Closing an amount equal to such difference, which shall not be taken into account in the determination of the Certified Closing Adjusted Net Working Capital, the Closing Adjusted Net Working Capital, or any other purchase price adjustments under the Merger Agreement.

  • If the Certified Closing Adjusted Net Working Capital is less than Target Adjusted Net Working Capital, then Splitco shall pay or cause to be paid at the Closing an amount equal to such difference to TCCC.

  • If an Objection Notice is timely delivered to TCCC, then TCCC and Splitco shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Adjusted Net Working Capital.

  • If the Certified Closing Adjusted Net Working Capital is greater than Target Adjusted Net Working Capital, then TCCC shall pay or cause to be paid to Splitco at the Closing an amount equal to such difference.

  • The Auditor’s determination of the Closing Adjusted Net Working Capital shall not be limited to the materials submitted by TCCC and Splitco but may include any relevant accounting literature or guidance, and shall be based on the definition of “Adjusted Net Working Capital” included herein.

  • The aggregate purchase price for the Transferred Subsidiary Stock, the Partnership Interests and the Purchased Assets shall be an amount (the "Purchase Price") equal to U.S. $205,000,000.00 (two hundred five million U.S. dollars) (the "Initial Purchase Price") plus or minus the difference between the Closing Adjusted Net Working Capital (as defined in Section 3.3(a)(i)(C)) and the Target Net Working Capital.

  • The Auditor shall consider only those items and amounts in TCCC’s and Splitco’s respective calculations of the Closing Adjusted Net Working Capital that are identified as being items and amounts to which TCCC and Splitco have been unable to agree on.

  • If Splitco disagrees with TCCC’s calculation of the Closing Adjusted Net Working Capital as set forth on the Closing Balance Sheet, Splitco shall, within thirty (30) days after Splitco’s receipt of the Closing Balance Sheet, notify TCCC in writing of such disagreement by setting forth Splitco’s calculation of the Closing Adjusted Net Working Capital and describing in reasonable detail the basis for such disagreement (an “Objection Notice”).


More Definitions of Closing Adjusted Net Working Capital

Closing Adjusted Net Working Capital means the Adjusted Net Working Capital as of the close of business on the Closing Date, as such Adjusted Net Working Capital amount is reflected on the Closing ANWC Statement.
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Closing Adjusted Net Working Capital. See Section 3.3;
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Closing Adjusted Net Working Capital means Company Adjusted Net Working Capital as determined as of the Report Date (without giving effect to the consummation of the Mergers) as of 12:01 am (Eastern Time), or other time mutually agreed by the Parties;
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Closing Adjusted Net Working Capital means the amount of the difference (expressed as a positive or a negative number) between (i) the aggregate value of the current assets of Gordxx Xxxs as of the Closing (excluding any inventory which is more than eighteen (18) months old as of the Closing, any accounts receivable of Gordxx Xxxs which are outstanding and uncollected more than sixty (60) days after the invoice date as of the Closing and all reclassifications attributed to notes payable and leases payable) and (ii) the aggregate amount of the current liabilities of Gordxx Xxxs as of the Closing, in each case computed in a manner consistent with the audited financial statements of Gordxx Xxxs as of May 31, 1999 and for the year then ended.
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Related to Closing Adjusted 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.

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

  • 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.

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

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

  • 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.

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

  • 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).

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

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

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

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

  • 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).

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

  • 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;

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

  • 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 Net Working Capital means $0.

  • Net Working Capital Target means $0.00.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

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

  • 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).

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