Effective Date Net Working Capital definition

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.

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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 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”).
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”).
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.
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.
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).
Any payment required to be paid pursuant to this Section 1.4(d) shall be made within two business days after the Preliminary Effective Date Balance Sheet and Preliminary Effective Date Net Working Capital Calculation become final and binding on the parties.
The Final Documents will provide procedures to implement this provision, including the use of estimates on the Effective Date, the transmittal by post bankruptcy HCS to the estate within 30 days after the Effective Date of an Effective Date Net Working Capital Statement, and a process to reconcile any differences and transfer any net cash, as may be required.
The Effective Date Net Working Capital set forth in the Proposed Effective Date Statement of Net Working Capital and the Effective Date Indebtedness set forth in the Proposed Effective Date Statement of Indebtedness, in each case, either as agreed to by Buyers and Adenyo, if such statement is not referred to the Accounting Referee, or as finally determined by the Accounting Referee, shall be the “Final Effective Date Net Working Capital” and the “Final Effective Date Indebtedness”, respectively.
If the Buyer does not deliver such notice within such 30-day period, the Preliminary Closing Date Balance Sheet and the Preliminary Effective Date Net Working Capital Calculation shall be deemed to have been accepted by the Buyer.
The parties agree that, for the purposes of the Effective Date Balance Sheet and the calculation of the Effective Date Net Working Capital Amount, the volumes of any gas or natural gas liquid imbalances shall be calculated as of (x) January 31, 2005, if the Closing Date occurs on or after such date or (y) the last day of the calendar month immediately preceding the month in which the Closing Date occurs, if the Closing Date occurs before January 31, 2005.

More Definitions of Effective Date Net Working Capital

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) 31.8% plus (ii) the sum of the current accounts receivable of Tioga attributable to the Water Gathering Business less (b) the product of (i) the sum of the current liabilities of Tioga multiplied by (ii) 31.8%. 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 31.8% 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, as at the Effective Date:

Effective Date Net Working Capital means the aggregate amount of the items defined as “Net Working Capital” in Exhibit 5.1.3.

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

Effective Date Net Working Capital means an amount equal to, without duplication, (a) as of the closing of business on the last Business Day preceding the Effective Date, the current assets (other than Cash) of the Acquired Entities, which shall be calculated net of reserves, allowances and depreciation minus (b) as of the close of business on the last Business Day preceding the Effective Date, the current liabilities (other than Indebtedness and Transaction Expenses) of the Acquired Entities. The term Effective Date Net Working Capital shall expressly exclude all current Income Tax assets and liabilities and deferred Income Tax assets and liabilities of the Acquired Entities.