JCA Closing Working Capital definition

JCA Closing Working Capital means the Net Working Capital of the JCA Entities as of the Effective Time and giving effect to the JCA Contribution.

JCA Closing Working Capital means the Net Working Capital of the JCA Entities as of the Effective Time and giving effect to the JCA

JCA Closing Working Capital means the Net Working Capital of the JCA Entities as of the Effective Time and giving effect to the JCA Contribution. “JCA Contribution” has the meaning set forth in the Recitals. “JCA Data” means the data, including Personal Data, owned by AGCO or any of its Subsidiaries that is primarily used in, or collected primarily by or for, the JCA Entities. “JCA Employee” means an employee of any of the JCA Entities. “JCA Entities” means, collectively, JCA and each of its Subsidiaries. “JCA IP” means all of the AGCO Group’s ownership interest in and to (a) the Trade Secrets and Copyrights that are primarily used by the JCA Entities, (b) the JCA Patents, and (c) all Marks used primarily in the JCA Entities (other than the AGCO Marks). “JCA Material Adverse Effect” means (A) an event, development, change, effect, fact, circumstance or occurrence that is materially adverse to the business, financial condition or results of operation of the JCA Entities, taken as a whole; provided, however, that no event, development, change, effect, fact, circumstance or occurrence to the extent resulting from or arising out of any of the following shall be deemed to constitute, or shall be taken into account in determining whether there has been, a “JCA Material Adverse Effect”: (i) events, developments, changes, effects, facts, circumstances or occurrences in global or national economic, monetary, or financial conditions, including changes in prevailing interest rates, exchange rates, credit markets, or financial market conditions, in each case, after September 28, 2023, (ii) events, developments, changes, effects, facts, circumstances or occurrences in the industries in which the JCA Entities operates, in each case, after September 28, 2023, (iii) events, developments, changes, effects, facts, circumstances or occurrences in global or national political conditions, including the outbreak or escalation of war or acts of terrorism, in each case, September 28, 2023, (iv) epidemic, pandemic or disease outbreak, in each case, after September 28, 2023, (v)

Related to JCA Closing Working Capital

Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.
Final Closing Working Capital has the meaning set forth in Section 2.4(e).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Closing Date Net Working Capital has the meaning set forth in Section 2.7(a).
Target Working Capital has the meaning set forth in Section 2.04(a)(ii).
Base Working Capital means $25,000,000.
Target Net Working Capital means $0.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Working Capital means, on any date, Current Assets less Current Liabilities.
Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.
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.
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Actual Working Capital has the meaning set forth in Section 2.7(a).
Target Working Capital Amount means $162,000,000.
Final Working Capital has the meaning set forth in Section 2.04(b).
Target Net Working Capital Amount means an amount equal to $23,085,000.00.
Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).
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.
Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.3(c).
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).
Working Capital Facility means, at any time, the aggregate amount of the Working Capital Lenders' Working Capital Commitments at such time.

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