Effective Time Working Capital definition

Effective Time Working Capital means the positive or negative amount of the remainder of (a) the Working Capital Assets minus (b) the Working Capital Liabilities.

Effective Time Working Capital means the positive or negative amount of the remainder of (a) the Working Capital Assets minus (b) the Working Capital Liabilities, as measured and determined for the Effective Time. A non-binding Effective Time Working Capital calculation example is attached hereto as Exhibit G.

Effective Time Working Capital means, as of the Effective Time, current assets minus current liabilities of the EXCO Subs, on a consolidated basis, as determined in accordance with this Agreement and GAAP, as adjusted to exclude (a) accrued current and deferred Taxes (whether assets or liabilities), (b) the current portion of any Hedge Contract assets or Liabilities attributable to any Hedge Contract, (c) the current portion of any Indebtedness, including Indebtedness to or from Affiliates of the EXCO Subs, and (d) any and all activities associated with the Excluded Assets. Attached hereto as Exhibit I-1 is an illustrative calculation of Effective Time Working Capital. For the avoidance of doubt, “Effective Time Working Capital” includes Imbalances as of the Effective Time.

Examples of Effective Time Working Capital in a sentence

• For the avoidance of doubt, no item that is included in or taken into account in the determination the calculation of Effective Time Working Capital shall be subject to any other adjustment to the Unadjusted Purchase Price.

• For the avoidance of doubt, no item that is included in or taken into account in the determination of the calculation of Effective Time Working Capital shall be subject to any other adjustment to the Unadjusted Purchase Price.

• If within ninety (90) days following the Closing Date, Buyer reasonably determines that the Effective Time Working Capital was not at a reasonably sufficient level at the Effective Time, then Buyer may notify Seller in writing (within such 90 day period) of any deficiency (“Working Capital Deficiency Notice”) which notice shall specify in detail the areas in which the Effective Time Working Capital was not sufficient.

• All adjustments to the Closing Cash Consideration shall be made (y) in accordance with the terms of this Agreement and, to the extent not inconsistent with this Agreement, in accordance with GAAP as consistently applied by EXCO in the preparation of the Illustrative Calculation of Effective Time Working Capital on Exhibit I-1 and, with respect to any items not reflected in such illustrative calculation, in the preparation of the Unaudited Financials and the Pro Forma Financials and (z) without duplication.

• If the Effective Time Working Capital as finally determined is a negative number, Seller shall pay to Buyer an amount equal to the product of the amount of the Effective Time Working Capital as finally determined multiplied by 0.75 (any payment pursuant to this clause (iii), the “Working Capital Adjustment”).

More Definitions of Effective Time Working Capital

Effective Time Working Capital has the meaning provided such term in Section 2.4.

Effective Time Working Capital means, without duplication of any adjustment otherwise expressly provided for in this Agreement, (a) the Current Assets, less (b) the Current Liabilities determined as of the Effective Time.

Effective Time Working Capital means: (a) the Current Assets of the Company, minus (b) the Current Liabilities of the Company, determined as of the Effective Time, but with pro forma adjustments to reflect the impact which the transactions contemplated by this Agreement have on the Company’s Working Capital as measured on the Closing Date (e.g., any amount payable to a taxing authority with respect to compensation paid out of the Purchase Price).

Effective Time Working Capital has the meaning set out in Section 3.9;

Effective Time Working Capital means the positive or negative amount of the Working Capital Assets minus the Working Capital Liabilities. An illustrative example of the calculation of the Effective Time Working Capital, as well as the adjustments contemplated by Section 2.4 is set forth in Exhibit E; provided, however, that for the avoidance of doubt, in the event of a contradiction or inconsistency between the definitions of Working Capital Assets and Working Capital Liabilities and the provisions of Section 2.4, on the one hand, and the illustrative example, on the other hand, such definitions and provisions shall control.

Effective Time Working Capital includes Imbalances as of the Effective Time.

Effective Time Working Capital means (without duplication), with respect to Tema, the aggregate value (expressed as a positive or negative number) of the current assets of Tema minus the current liabilities of Tema, in each case (a) measured as of the Effective Time and without giving effect to the Transactions (including the Contribution), and (b) excluding any assets or liabilities with respect to the Excluded Assets. The calculation of the Effective Time Working Capital shall: