Final Net Working Capital Balance definition

Final Net Working Capital Balance means the Net Working Capital Balance as reflected on the Closing Statement of Net Assets that is deemed final pursuant to Section 2.07(c), as adjusted so that the value of the Inventory shall be as set forth on the Closing Statement of Inventory that is deemed final pursuant to Section 2.07(c).
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Final Net Working Capital Balance means the sum of the current assets (excluding cash and cash equivalents) minus the current liabilities (excluding Indebtedness and deferred Tax liabilities) of the Target Companies as of the Closing Date as reflected on the Final Closing Balance Sheet. Notwithstanding anything to the contrary contained herein, the calculation of Final Net Working Capital Balance shall not take into account (1) any accrual or expenses in relation to any Option Award Amount or any Option Exercise (except for any expenses in excess of $780,000 for Medicare payroll taxes in connection with the Option Award Amount or any Option Exercise) or (2) the Tax effect of any such amounts.
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Final Net Working Capital Balance has the meaning set forth in Section 3.1(e)(i)(C).
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Examples of Final Net Working Capital Balance in a sentence

  • If Seller fails to respond to Purchaser within such thirty (30) day period, Seller shall be deemed to have accepted and agreed to the Final Net Working Capital Balance Sheet and the Final Net Working Capital Calculation as delivered pursuant to SECTION 2.3(a) hereof.

  • Seller shall have the right to examine and make copies of the work papers and such other documents that are generated or reviewed by Purchaser in connection with the preparation of the Final Net Working Capital Balance Sheet and the Final Net Working Capital Calculation.

  • The accounting cutoff for the Final Net Working Capital Balance Sheet shall be the close of business on the Closing Date.

Related to Final Net Working Capital Balance

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

  • 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.

  • Target Net Working Capital Amount means $5,000,000.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

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

  • Target Working Capital Amount means $75,000,000.

  • Net Working Capital Target means $0.00.

  • 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.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

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

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

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Target Net Working Capital means $0.

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

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Target Working Capital means $0.

  • Consolidated Working Capital Adjustment means, for any period of determination 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.

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

  • Working Capital Advance has the meaning specified in Section 2.01(a).

  • Working Capital Shortfall means the amount, if any, by which Working Capital is less than the Working Capital Target.

  • 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).

  • Working Capital Loan has the meaning specified in Section 2.1(c).

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

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

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.