Negative Working Capital definition

Negative Working Capital means the amount, if any, by which (a) the absolute value of the sum of total current assets, other than cash and cash equivalents, net of applicable allowances and reserves, of the Contributed Assets or the Contributed Business is less than (b) the absolute value of the sum of total current liabilities (including deferred revenue, if any) of the Contributed Assets or the Contributed Business, in each case calculated as of the Effective Date based upon the books and records of the Company and determined in accordance with GAAP and in a manner consistent with the determination thereof in the Company Annual Financial Statements.

Negative Working Capital means "the sum of all unrestricted cash, unrestricted short-term investments, and unrestricted short-term accounts receivable, minus unrestricted accounts payable." Specifically excluded from "working capital" are employee retirement funds (including deferred compensation and 401(k) plans) and reserves for health insurance, bond payments, workers' compensation and insurance.

Negative Working Capital means the amount by which the current liabilities, excluding the current portion of long term debt and capital leases of the Vendors, exceeds current assets of the Vendors, an example calculation of which is set forth in Schedule 1.1(kkk). Such calculation shall include deferred revenue only to 75% of the actual amount as stated in the Financial Statements;

Examples of Negative Working Capital in a sentence

• The aggregate amount of consideration to be paid by Buyer to Seller or its designee(s) for the sale of the Interest (the “Purchase Price”), subject to the terms of this Agreement, shall consist of an amount in cash equal to the sum of (a) $300,000,000 (the “Base Purchase Price”), minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any), and plus (e) the Final Closing Cash.

• It is better to either estimate the change based on working capital as a percent of sales, while keeping an eye on industry averages.3. Negative Working Capital: Some firms have negative non- cash working capital.

• Parent and the Company Interest Representative shall, within two (2) Business Days after the date on which the Negative Working Capital Adjustment is determined, direct the Escrow Agent to release to Parent from the Escrow Amount an amount equal to the Negative Working Capital Adjustment.

• If the Estimated Closing Working Capital is less than the Target Working Capital, then the Closing Payment Amount shall be reduced on a dollar-for-dollar basis by the amount of the deficiency (such deficiency is referred to as the “Estimated Negative Working Capital Adjustment Amount”).

• Because GE was to continue operating the business until closing, the Agreement also provided for a post-closing purchase price adjustment, defined as the “Final Positive (or Negative) Working Capital Adjustment.” (GE Req.

More Definitions of Negative Working Capital

Negative Working Capital shall have the meaning ascribed to it in Section 11.8.

Negative Working Capital. The PaeTec Notes shall (i) be in the principal face amount of the outstanding balance of the applicable assumed indebtedness on the Closing Date, which amount shall in no event exceed $7.5 million in the aggregate, (ii) bear interest at 8% per annum (subject to adjustment from time to time to reflect changes in the prime rate of interest charged by City National Bank), and such interest shall be payable quarterly, (iii) provide that they may be repaid in full or in part from time to time, at the option of PaeTec, without premium or penalty, and (iv) be payable, together with all accrued but unpaid interest to the date of repayment, upon the earlier of (A) the consummation by PaeTec of an initial public offering of its common stock, or (B) December 31, 2000.

Negative Working Capital means the ------------------------ amount by which CCS's total current liabilities (excluding any current portion of indebtedness) exceed its total current assets; provided, however, that the -------- ------- determination of Negative Working Capital shall be adjusted to eliminate the effects of the following items from CCS's total current assets and total

Negative Working Capital means the amount, if any, by which the Assumed Working Capital is less than zero. It is to be expressed as a negative number, for example, if the Assumed Working Capital were negative $10,000, the Negative Working Capital would be negative $10,000. For the avoidance of doubt, if the Assumed Working Capital were positive $10,000, then the Negative Working Capital would be zero.

Negative Working Capital means the amount by which, if any, Assumed Liabilities exceeds the sum of accounts receivable, inventory, cash and pre-paid assets of the Company on the Adjusted Closing Balance Sheet (as defined below). Upon final determination of the Adjusted Closing Balance Sheet and Negative Working Capital as set forth in subsections (c) and (d) below, Parent agrees to issue Purchaser shares of Parent’s common stock, par value $0.001 per share (the “Common Stock”) having an aggregate market value equal to the Negative Working Capital not to exceed $700,000 (the “Shares”), such number of shares to be determined by dividing the Negative Working Capital (not to exceed $700,000) by the closing price of the Common Stock on the Over the Counter Bulletin Board on the Closing Date (“Closing Price”). Parent and Purchaser hereby agree that the Closing Price shall not exceed $0.40.

Negative Working Capital means the amount by which the current liabilities of the Company exceeds the current assets of the Company, in each case determined in accordance with GAAP, consistently applied (it being understood that current liabilities shall include, without limitation, all transaction fees related to the Merger and the transactions contemplated with respect thereto, including the Company's legal fees and expenses) and any payments payroll or other taxes with respect to the Management Retention Plan.

Negative Working Capital means the sum of (i) cash and cash equivalents, (ii) inventories, (iii) purchase discounts and other receivables and (iv) prepaid expenses, minus the sum of (a) accounts payable (trade) and (b) accrued payroll and other liabilities, measured as of the Closing Date. In addition to but consistent with the foregoing, Seller agrees that Lyon's shall have a minimum cash balance of $1,500,000 as of the Closing Date.