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.
Sample 1Sample 2Sample 3
JCA Closing Working Capital means the Net Working Capital of the JCA Entities as of the Effective Time and giving effect to the JCA
Sample 1Sample 2
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)
Sample 1

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 2.5(d).

  • 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 has the meaning set forth in Section 2.6(a).

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

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

  • Target Working Capital means $0.

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

  • 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, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

  • 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 $75,000,000.

  • Final Working Capital has the meaning set forth in Section 2.04(b).

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

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • 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 shall have the meaning set forth in Section 2.11(g).

  • 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).