Final Adjusted Net Working Capital definition

Final Adjusted Net Working Capital has the meaning set forth in Section 2.13(b)(ii).
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Final Adjusted Net Working Capital means the Adjusted Net Working Capital amount as of the Closing Date as determined by the Buyer based upon the post-closing audit of the Company’s books and records by independent public accountants.
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Final Adjusted Net Working Capital means the amount of Adjusted Net Working Capital as finally determined in accordance with the provisions of Section 2.6(d) or Section 2.6(e) (Purchase Price Adjustment); provided that, the determination of Final Adjusted Net Working Capital pursuant to Section 2.6(d) or Section 2.6(e) (Purchase Price Adjustment) shall be made without duplication of any Liability retained by Seller or any of its Affiliates pursuant to the terms hereof.
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Examples of Final Adjusted Net Working Capital in a sentence

  • Any changes to the Accounting Principles shall be documented in a written amendment to Exhibit 2.6 executed by Buyer and the Sellers and, to the extent applicable, shall be applied consistently in the determination of the Adjusted Net Working Capital Target and the Final Adjusted Net Working Capital Amount.


More Definitions of Final Adjusted Net Working Capital

Final Adjusted Net Working Capital has the meaning set forth in Section 2.3(e). “Final Order” means an action taken or Order issued by the applicable Government Authority as to which: (i) no request for stay of the action or Order is pending, no such stay is in effect, and, if any deadline for filing any such request is designated by statute or regulation, it is passed, including any extensions thereof; (ii) no petition for rehearing or reconsideration of the action or Order, or protest of any kind, is pending before the Government Authority and the time for filing any such petition or protest is passed; (iii) the Government Authority does not have the action or Order under reconsideration or review on its own motion and the time for such reconsideration or review has passed; and (iv) the action or Order is not then under judicial review, there is no notice of appeal or other application for judicial review pending, and the deadline for filing such notice of appeal or other application for judicial review has passed, including any extensions thereof.
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Final Adjusted Net Working Capital means (i) the Adjusted Net Working Capital as shown in the Closing Date Net Working Capital Statement if no objection notice with respect thereto is timely delivered by Seller to Buyer pursuant to Section 1.7(b)(i) or, (ii) if an objection notice is so timely delivered, (x) as agreed to by Buyer and Seller pursuant to Section 1.7(b)(i) or (y) in the absence of such agreement, the Independent Accounting Firm’s determination pursuant to Section 1.7(b)(ii).
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Final Adjusted Net Working Capital has the meaning given such term in Section 3.2(d)(iii).
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Final Adjusted Net Working Capital accompanied by the consolidated balance sheet of the Companies as of the Measurement Time, prepared in accordance with GAAP and the Companies’ past practices, consistently applied, except for adjustments expressly provided for by this Agreement (and without giving effect to any material adjusting journal entries recommended by KPMG LLP in connection with its audit of the Companies’ financial statements for the year ended April 30, 2011 that are not consistent with the Companies’ past practices or that appear to be intended to relate to, or to be motivated by, the change of control of Lion effected pursuant to this Agreement) (the “Closing Balance Sheet”). Buyer shall cause the Companies to provide Seller and its designees access (during normal business hours) to all materials, Records and personnel of the Companies reasonably necessary for Seller to verify the amount of the Final Adjusted Net Working Capital. The calculation of the Final Adjusted Net Working Capital and the Closing Balance Sheet submitted by Buyer to Seller shall become final and binding upon Seller 30 days after it is delivered to Seller (the “Review Period”), unless Seller, within the Review Period, provides written notice to Buyer disputing the amount of the Final Adjusted Net Working Capital or the Closing Balance Sheet setting forth in detail the amounts in dispute and the reasons therefor (the “Protest Letter”), in which case the Final Adjusted Net Working Capital and the Closing Balance Sheet shall not be binding upon Seller and Buyer and such dispute shall be resolved pursuant to Section 3.2(d)(iv).
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Related to Final Adjusted Net Working Capital

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Target Net Working Capital Amount means $0.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Target Net Working Capital means $36,500,000.

  • Net Working Capital Target means $0.00.

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Target Working Capital Amount means $162,000,000.

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

  • Final Working Capital has the meaning set forth in Section 2.4(b)(iii).

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).