Effective Date Net Working Capital definition

Effective Date Net Working Capital means, as of the Effective Date (immediately prior to the Effective Time), the current assets included in the Purchased Assets (including the current assets of Adenyo SAS) determined in accordance with US GAAP, minus all Assumed Liabilities and all liabilities included in the Purchased Assets (including the liabilities of Adenyo SAS) determined in accordance with US GAAP (but excluding the Final Effective Date Indebtedness);

Effective Date Net Working Capital means as of the Effective Time, (a) the Current Assets minus (b) the Current Liabilities; provided, any cash contributed to the Company on or before the Closing Date in order to ensure that the Estimated Effective Date Cash and Cash Equivalents equals or exceeds the Target Cash and Cash Equivalents, shall be included in Current Assets for purposes of determining Effective Date Net Working Capital.

Effective Date Net Working Capital means the combined current assets of the Business less the combined current liabilities of the Business, in each case as set forth on the Effective Date Balance Sheet (adjusted consistently with the sample reconciliation calculation (which assumes an Effective Date of September 30, 1996) set forth in Exhibit 3.01(b) to reflect the exclusion of (i) indebtedness for borrowed money, (ii) accrued interest, (iii) any asset, deferred credit or liability for deferred income taxes and (iv) intercompany payables and/or receivables between the Business and the Sellers or any of their Affiliates.)

Examples of Effective Date Net Working Capital in a sentence

• If the Estimated Effective Date Net Working Capital is less than zero, then the Purchase Price will be reduced (first, through an adjustment to the Promissory Note, and, to the extent the Promissory Note is reduced to zero, by a reduction of the Closing Date Cash Consideration) by an amount equal to the absolute value of such shortfall (a “Working Capital Underage”).

• Not later than the third Business Day after the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d), TAT and Buyer shall jointly determine the amount by which the Purchase Price would have been adjusted pursuant to Section 2.3(b) had the Final Net Working Capital been substituted for the Estimated Effective Date Net Working Capital as of the Closing.

• It is understood that the establishment of $(1,900,000) as the amount of Base Net Working Capital was a negotiated result to establish the base from which any adjustment to the Initial Consideration is to be calculated, and, therefore, will not influence or affect in any respect the calculation of Effective Date Net Working Capital.

• If the Estimated Effective Date Net Working Capital is zero, then the Purchase Price will not be adjusted pursuant to this Section 2.3(b), but may be subject to adjustment as otherwise provided in this Section 2.3. The adjustments made at Closing pursuant to this Section 2.3(b) are subject to subsequent adjustment as provided in Sections 2.3(f)(i) and 2.3(f)(ii).

• If the Estimated Effective Date Net Working Capital is greater than zero, then the Purchase Price will be increased (through an adjustment to the Closing Date Cash Consideration) by an amount equal to such excess (a “Working Capital Overage”).

• The Effective Date Net Working Capital finally determined pursuant to Section 2.4(b) or (c), as applicable, and the Final Base Purchase Price based thereon, shall be determinative for purposes of this Section 2.4 and shall be final and binding on all of the parties to this Agreement, subject to Section 2.4(g).

• The Estimated Effective Date Schedule will be prepared in good faith and, with respect to the Estimated Effective Date Net Working Capital, determined on the same basis as that used in the preparation of the Sample Working Capital.

• The Effective Date Net Working Capital reflected on the Effective Date Schedule will be determined in good faith on the same basis as used in the preparation of the Sample Working Capital.

• As an attachment to the Consideration Schedule, the Sellers have delivered to Parent a schedule (the “Estimated Effective Date Schedule”) setting forth an estimate of (i) the Effective Date Cash and Cash Equivalents (the “Estimated Effective Date Cash and Cash Equivalents”) and (ii) the Effective Date Net Working Capital (the “Estimated Effective Date Net Working Capital”) reflecting all components (and the amounts thereof) necessary to compute the Estimated Effective Date Net Working Capital.

• If the Estimated Effective Date Net Working Capital is less than the Target Net Working Capital and/or the Estimated Effective Date Cash and Cash Equivalents is less than the Target Cash and Cash Equivalents, then the Estimated Base Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of such shortfall (the amount of such increase or decrease is referred to herein as the “Effective Date Net Working Capital Adjustment”).

More Definitions of Effective Date Net Working Capital

Effective Date Net Working Capital means the aggregate Net Working Capital of Holdings I as of the Effective Date (which amount shall be without duplication of any amount included in the Effective Date Cash and Effective Date Debt Balance) calculated on a consolidated basis as of 11:59 P.M. on the Business Day immediately prior to the Effective Date.

Effective Date Net Working Capital means Net Working Capital as of 12:01 am on the Effective Date.

Effective Date Net Working Capital means, as of the Effective Date, (a) the sum of (i) the product of (x) the sum of the current assets of Tioga (other than accounts receivable and Cash) plus Cash multiplied by (y) 68.2% plus (ii) the sum of the current accounts receivable of Tioga attributable to the Hydrocarbon Gathering Business less (b) the product of (i) the sum of the current liabilities of Tioga multiplied by (ii) 68.2%. Notwithstanding anything in this Agreement to the contrary, the following items will be excluded from the calculation of Effective Date Net Working Capital: (A) any Income Tax assets and Income Tax liabilities, (B) any accounts payable related to capital expenditures, (C) any current deferred revenue, (D) any net change in deposits on property, plant and equipment for the period beginning April 16, 2014 and ending on the close of business on the Business Day immediately preceding the Effective Date, (E) any prepaid insurance premiums allocated to Tioga for the insurance listed on Schedule 3.22, (F) any prepaid rents or security deposits allocated to Tioga for office buildings, (G) any accrued obligations to pay bonuses of employees of the Summit Companies allocated to Tioga (but for the avoidance of doubt, the calculation of Effective Date Net Working Capital shall include 68.2% of the accrued obligations to pay expenses allocated to Tioga with respect to (I) salaries and benefits (other than bonuses) of field employees of the Summit Companies performing work for Tioga and (II) vehicles utilized by such employees, which expenses shall not exceed $135,000 per calendar month on a 100% basis) and (H) any Fiberspar inventory or liabilities or accounts payable associated therewith. For illustrative purposes only, attached as Schedule 1.1-NWC is a sample calculation of Effective Date Net Working Capital prepared by Seller in good faith as of December 31, 2018. In calculating Effective Date Net Working Capital, there shall be no allowances for doubtful accounts.

Effective Date Net Working Capital means a negative $2,936,000.