Modified Working Capital definition

Modified Working Capital has the meaning specified in Section 2.04(a).

Modified Working Capital means Current Assets less Current Liabilities.

Modified Working Capital shall have the meaning set forth in Exhibit F hereto.

Examples of Modified Working Capital in a sentence

• In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

• Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments).

• For purposes of this Agreement, Modified Working Capital shall mean the Company's (i) Current Assets less (ii) its Current Liabilities and long-term indebtedness, determined in accordance with GAAP.

• For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness, Closing Transaction Expenses and Pension Plan Purchase Price Adjustment shall be excluded from the determination of the Modified Working Capital.

• Upon the determination pursuant to Section 3.3.3 of the Modified Working Capital as of the Closing Date and the Closing Inventory Balancing Amount, the Final Purchase Price shall be calculated.

More Definitions of Modified Working Capital

Modified Working Capital means those certain current assets and current liability accounts of the Business, cumulatively, as of the Revenue Cutoff Date (and not taking into account any events or occurrences after such date), as set forth on the attached Schedule 1.1(e) – Modified Working Capital, as determined pursuant to the accounting principles, methodologies and policies set forth thereon, and as finally determined pursuant to Section 3.2.

Modified Working Capital means Current Assets l ess Current Liabilities.

Modified Working Capital has the meaning set forth in Section 3.3.1.

Modified Working Capital means the sum of (i) cash and cash equivalents and (ii) the amount of accounts receivable included in the Assets less appropriate reserves for doubtful accounts minus the Assumed Payables.

Modified Working Capital means, as of the date of determination, (x) the aggregate dollar value of Modified Inventory (without reserves), less (y) those items constituting Assumed Liabilities pursuant to Section 2.3(a)(i) (trade payables) and Sniffer Deferred Revenue, determined in each case in accordance with GAAP (excluding reserves in the case of Modified Inventory), provided that for purposes of calculating Modified Working Capital, the portion of Sniffer Deferred Revenue that is manual deferred revenue (excluding manual adjustments for Japan, Brazil and SAP 3.0) shall not be less than $8.0 million."

Modified Working Capital means the Business’s Current Assets minus the Business’s Current Liabilities. A calculation of Modified Working Capital as of June 30, 2008, is attached hereto as Exhibit C.

Modified Working Capital means, as of the close of business on the Closing Date, prior to the application of any purchase accounting adjustments and without giving effect to the impact of the Transactions, an amount equal to (which may be a positive or negative number) (i) the sum of the balance of each current asset account of the Business identified in Paragraph 1.A below minus (ii) the sum of the balance of each current liability account of the Business identified in Paragraph 1.B below, in each of clause (i) and clause (ii), such amounts being determined in accordance with the Calculation Principles. The current asset and current liability accounts listed below shall be determined in accordance with the Calculation Principles set forth in Paragraph 2 below.