Modified Working Capital Amount means the difference (which may be a positive or negative number) between (a) the Closing Modified Working Capital minus (b) the Base Modified Working Capital; provided that if the absolute value of such difference is less than $2,000,000, the Modified Working Capital Amount will be equal to $0.00.

Modified Working Capital Amount means the sum of (i) the consolidated total current assets of the Company and the Subsidiaries as of the Closing Date, excluding (A) Tax assets, (B) the Cash Amount, and (C) any account receivable from GeneProt Inc. or any of its affiliates, minus (ii) the consolidated total current liabilities of the Company and the Subsidiaries as of the Closing Date, excluding current liabilities included (A) in the Indebtedness Amount, (B) the Labotec Amount and (C) the Stay Incentive Amount, in each case on a consolidated basis and determined in accordance with GAAP, assuming the first dollar is material.

Modified Working Capital Amount means (i) the sum of current assets, determined in accordance with GAAP, minus (ii) current liabilities, determined in accordance with GAAP (including unearned revenue but excluding (a) the Virtue Technologies Note, (b) any accrued liability for federal or state income taxes required by GAAP for prepaid unearned income, and (c) adjustments for bad debt reserves in excess of those set forth on Schedule 1.1(e)), of the Subject Companies at the Closing Date, plus (iii) the applicable Closing Working Capital Adjustment Amount and plus (iv) the sum of all Qualified Capital Expenditures made between March 12, 2007 and the Closing Date.

Examples of Modified Working Capital Amount in a sentence

The Purchaser shall assume and be responsible for any retention, change in control or similar payments or benefits set forth on Section 5.14(i) of the Seller Disclosure Schedule that may become payable to any Transferred Employee in connection with the transactions contemplated by this Agreement, but only to the extent set forth on the Seller Disclosure Schedule and accrued in the Modified Working Capital Amount in the case of Transferred Employees employed as of the Closing Date.
The Purchaser shall continue and assume each annual performance period in effect at the Closing under each incentive compensation bonus plans in which any Transferred Employee participates for the year in which the Closing occurs, with appropriate adjustment (as determined by the Purchaser in good faith) to the applicable performance targets to take into account the transactions contemplated by this Agreement, but only to the extent accrued in the Modified Working Capital Amount.

More Definitions of Modified Working Capital Amount

Modified Working Capital Amount. Section 3.2(a) “Non-U.S. Automatically Transferred Employee” Section 8.1(a)(ii) “Non-U.S. Business Employee” Section 8.1(a)(iii) “Non-U.S. Transferred Employee” Section 8.1(a)(iv) “Non-U.S. Transferred Employee By Agreement” Section 8.1(a)(v) “Objection Letter” Section 3.2(d) “OUS Allocated Employees” Section 5.14(a) “OUS TSA Employees” Section 5.14(a) “Outside Date” Section 11.1(b)

Modified Working Capital Amount means an amount, positive or negative, equal to the sum of: (i) the book value of the Inventory (together with, but without duplication, sheets, cushions and other similar items constituting part of the Purchased Assets, to the extent normally recorded on the balance sheet of the Business as working capital items) as of the Closing Date determined in accordance with Section 3.4, plus (ii) the book value of the Prepaid Inventory as of the Closing Date determined in accordance with Section 3.4, plus (iii) the aggregate amount as of the Closing Date of the Designated Prepaid Expenses, minus (iv) the aggregate amount as of the Closing Date of all of the Liabilities assumed by the Purchaser pursuant to Article VIII in respect of the Transferred Employees (other than U.S. TSA Employees and OUS TSA Employees), minus (v) the aggregate minimum amount of the Subsequent Payments (as defined in the Ergo-Asyst Agreement) payable in accordance with Section 2.7(b) of the Ergo-Asyst Agreement (to the extent not paid as of the Closing), in each case determined in accordance with GAAP and on the same basis and applying the same accounting principles, policies and practices that were used by the Seller in preparing the relevant elements of the Financial Statements.

Related to Modified Working Capital Amount

Working Capital Amount shall have the meaning specified in Section 3.4(e).
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 Working Capital Amount means $162,000,000.
Target Net Working Capital Amount means $0.
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.
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.
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 Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
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 Target means $0.00.
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.
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Base Working Capital means $25,000,000.
Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net Working Capital.
Working Capital Target has the meaning set forth in Section 1.3(b).
Working Capital Advance has the meaning specified in Section 2.01(c).
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.
Target Working Capital has the meaning set forth in Section 2.06(a)(ii).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Actual Working Capital has the meaning set forth in Section 2.7(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

Modified Working Capital Amount definition

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