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.

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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.

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

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.

• For the avoidance of doubt, the parties agree that the contingency for federal income tax liability related to the reorganization of the Company described in footnote 5 to the consolidated financial statements of the Company for the fiscal year ended December 31, 2006 is not included in the calculation of the Closing Statement and the Effective Time Net Working Capital and is therefore subject to indemnification by Seller pursuant to this Article 11.

• Sellers shall pay and be responsible for all income Taxes owed with respect to a Pre-Closing Tax Period and shall pay and be responsible for all other Taxes for periods (or portions of a Straddle Period, as defined below) ending on or before the Effective Time, except to the extent that such Taxes were taken into account in the calculation of Estimated Effective Time Net Working Capital.

• Seller shall cause the Acquired Companies to complete the temporary abandonment of the Green Canyon 237 T-3 well prior to November 30, 2012, in accordance with applicable Law, and the cost and expense of such operations shall have been paid in cash prior to the Effective Time or reflected as a payable in the Effective Time Net Working Capital.

• 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.

• Buyer shall have three (3) Business Days to review the Effective Time Settlement Statement, including the Estimated Effective Time Net Working Capital, from Buyer’s receipt thereof.

• In the event the Effective Time Net Working Capital as shown on the Definitive Balance Sheet exceeds $20 million, then Buyer shall remit to ▇▇▇▇▇▇▇ a wire transfer in the amount of such excess to the account specified by ▇▇▇▇▇▇▇ in writing.

• From and after the Closing, Buyer shall undertake to collect all accounts receivable listed on the Estimated Effective Time Net Working Capital in the ordinary course of business consistent with the Company’s past practices.

• 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 provided such term in Section 2.9(c)(i).

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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Disclosure Schedule, where items are to be valued on a shipments basis), in a manner consistent with the historic preparation of the ▇▇▇▇▇▇▇ 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 has the meaning provided such term in Exhibit 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 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.