Effective Time Net Working Capital definition

Effective Time Net Working Capital means an amount equal to the amount of the Current Assets less the Current Liabilities as of the Effective Time.

Effective Time Net Working Capital has the meaning set forth in Schedule I.

Effective Time Net Working Capital means, an amount of Dollars (expressed as a positive or negative number, as applicable) equal to (A) Current Assets of the Acquired Companies as of the Effective Time minus (B) Current Liabilities of the Acquired Companies as of the Effective Time.

Examples of Effective Time Net Working Capital in a sentence

• The amount of any refunds of Taxes of any Acquired Company for any Pre-Effective Time Tax Period shall be for the account of Seller to the extent that Seller is responsible for such Taxes pursuant to this Agreement, except to the extent any such Tax refund (or receivable for Tax refund) was included as a Current Asset in the determination of Effective Time Net Working Capital, as ultimately determined pursuant to Article 3.

• If the Effective Time Net Working Capital is $250,000 or more less than the Base Working Capital, the amount of such deficiency over $250,000 (the "Working Capital Decrease") shall be offset, on a dollar-for-dollar basis, against (or deemed a reduction of the amount of) the Holdback amount.

• Five (5) days before the due date for such a Tax Return, the Sellers shall pay Buyer the excess, if any, of the Sellers’ share of the Taxes for such Straddle Period, as determined in this Section 7.1(b), over the amount of such Taxes taken into account in calculation of the Estimated Effective Time Net Working Capital.

• The purchase price (the “Purchase Price”) for the Interests is equal to (i) the Base Purchase Price, plus (ii) the Effective Time Net Working Capital, minus (iii) the aggregate amount of any Agreed-Upon Title Defect Amounts.

• If the Effective Time Net Working Capital exceeds the Base Working Capital by more than $250,000, Tracor shall pay as additional Merger Consideration the amount of such excess over $250,000 (the "Working Capital Increase") as part of the Merger Consideration pursuant to Section 2.10(b) below.

• From and after the delivery of the Closing Statement to Buyer, Seller shall provide to Buyer and its representatives access, during normal business hours and on reasonable advance notice, to the personnel, accountants, books and records used by Seller or its representatives in the preparation of the Closing Statement and the calculation of the Effective Time Net Working Capital and the Effective Time Adjustment Amount.

• To the extent properly included in Effective Time Net Working Capital, Buyer shall, or shall cause one of its Affiliates to, pay to all Continuing Employees who remain continuously employed by Buyer or one of its Affiliates (including the Acquired Companies) through the last day of the Transition Period the bonuses listed on Schedule 8.4(i) pursuant to the terms of the ERT Transition Bonus Plan (the “Transition Bonus”).

• In the event of any such assignment, the Sellers will pay to Purchaser an amount equal to the face amount of all such Accounts Receivable less the applicable reserve for doubtful accounts contained in the Final Effective Time Net Working Capital calculation.

• Attached hereto as Schedule A is an illustrative calculation of Effective Time Net Working Capital as of the Balance Sheet Date as if the Balance Sheet Date were the Effective Time.

• If the Estimated Effective Time Net Working Capital is less than the Target Net Working Capital, then the Cash Payment will be reduced dollar-for-dollar by such difference.

More Definitions of Effective Time Net Working Capital

Effective Time Net Working Capital means (i) the Current Assets of the Company, less (ii) the Current Liabilities of the Company, determined as of the Effective Time. Effective Time Net Working Capital is further described and illustrated on Exhibit H.

Effective Time Net Working Capital has the meaning specified in Section 2.8(a).

Effective Time Net Working Capital which may be positive or negative, means an amount equal to the total Current Assets minus the total Current Liabilities.

Effective Time Net Working Capital has the meaning provided such term in Exhibit A.

Effective Time Net Working Capital means the pro forma net working capital of the Post-Closing Wet Business (as defined below), at and as of the Effective Time, determined by the value of the assets (other than cash and cash equivalents) of the Transferred Subsidiaries, together with the assets of the Wet Business that are transferred at the Closing to the Buyer by Xxxxxxx and WPI (and not owned by the Transferred Subsidiaries), corresponding to the categories of assets included in a pro forma Wet Business balance sheet determined in accordance with the description set forth on Section 1.4(c) of the Xxxxxxx Disclosure Schedule (the "Pro Forma Balance Sheet Instructions"), minus the liabilities as described in the Pro Forma Balance Sheet Instructions (which, for the elimination of doubt, is to include all liabilities of the Transferred Subsidiaries and all liabilities otherwise assumed under this Agreement by Buyer at the Effective Time that would constitute "current liabilities" for purposes of a balance sheet prepared in accordance with GAAP in a manner consistent with the historic preparation of the Xxxxxxx Financial Statements, but is to exclude all liabilities relating to Special Accounts, as defined in Section 5.14, all in accordance with the description included in Section 1.4(c) of the Xxxxxxx Disclosure Schedule). None of the Transferred Subsidiaries shall have any long-term liabilities as of the Effective Time, and no long-term liabilities shall be transferred by Xxxxxxx or any of the Xxxxxxx Subsidiaries to Buyer pursuant to this Agreement. The value of the relevant assets and current liabilities for purposes of determining Effective Time Net Working Capital of the Post-Closing Wet Business shall be calculated in accordance with GAAP (except as noted on Section 1.4(c) of the Xxxxxxx Disclosure Schedule, where items are to be valued on a shipments basis), in a manner consistent with the historic preparation of the Xxxxxxx Financial Statements. The "Post-Closing Wet Business" is the business comprised of the Transferred Subsidiaries, the Assets and the Assumed Contracts.

Effective Time Net Working Capital calculated in the same manner as the calculation of the Balance Sheet Date Net Working Capital set forth on Exhibit 2.9(a), (2) the Net Income Amount calculated in the same manner as the calculation on Exhibit 2.9(b) and (3) the Reimbursable Amount, together with reasonably detailed supporting information, (B) based on such Effective Time Net Working Capital, the Working Capital Adjustment Amount and (C) based on such amounts, the Merger Consideration Surplus or the Merger Consideration Deficit.