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Negative Working Capital Balance definition

Negative Working Capital Balance shall have the meaning set forth in Section 3.4.6.
Negative Working Capital Balance shall have the meaning specified in Section 2.8.6 of the Agreement.
Negative Working Capital Balance means the amount, if any, by which the Preliminary Working Capital Amount shall exceed the Final Working Capital Amount; (iv) "Final Working Capital Amount" shall mean an amount equal to the difference between the current assets and the current liabilities of the Business as of the Closing Date, each as set forth on the Final Closing Date Balance Sheet; (v) "Working Capital Settlement Date" shall mean the fifth (5th) business day following the date of receipt by Purchaser and Seller of the Final Closing Date Balance Sheet; (vi) "Gross Profits of the Business" shall mean Service Revenues Earned less the Direct Cost of Providing Services, which amount shall be calculated in accordance with GAAP consistently applied and verified by the Independent Accountants; (vii) "Initial Installment Date" shall mean the fifth (5th) business day following the date of receipt by Purchaser and Seller of the Independent Accountant's certificate confirming the Initial Gross Profits Amount pursuant to Section 1.6(g) hereof; (viii) "Final Installment Date" shall mean the fifth (5th) business day following the date of receipt by Purchaser and Seller of the Independent Accountant's certificate confirming the Final Gross Profits Amount pursuant to Section 1.6(h) hereof; (ix) "Initial Installment Payment" shall mean an amount equal to fifty percent (50%) of the Initial Gross Profits Amount; (x) "Final Installment Payment" shall mean an amount equal to fifty percent (50%) of the Final Gross Profits Amount; (xi) "Service Revenues Earned" shall mean the fees earned for provision of the following services ("Services"): bill xxxit, DRG audit, credit balance review, outpatient review, trauma review, infusion therapy audit, focus audit, consulting services and new services for which Shareholder has direct management responsibility during the term of her employment with Purchaser in accordance with the agreement attached hereto as Exhibit 5.11, net of any write-offs required due to client adjustment to billed amounts; and (xii) "Direct Cost of Providing Services" shall mean salaries, benefits and payroll taxes related to the auditors and preppers employed by Purchaser, fees paid to contract auditors or preppers in connection with Services, travel and automobile allowances for all auditors and preppers and any other cost of supplies, or copies directly relating to the provision of Services.

Examples of Negative Working Capital Balance in a sentence

  • If the Final Working Capital of the Company is less than the corresponding Estimated Working Capital (the “Negative Working Capital Balance”), such Negative Working Capital Balance shall be paid to the Buyer by the Seller (as a joint and several obligation) in immediately available funds to the extent no reduction had been made to the Closing Date Payment under Section 2.2.2.1 (e).

  • Purchaser and Sellers agree that to the extent the funds held under the Escrow Agreement are insufficient to satisfy any Positive Working Capital Balance due Sellers or any Negative Working Capital Balance due Purchaser, Purchaser or Sellers, as the case may be, shall deliver to the other at the Subsequent Closing by wire transfer of immediately available funds an amount equal to any such shortfall.

  • W orking Capital.” If the Final Working Capital is less than $5,200,000 (“Negative Working Capital Balance”), such Negative Working Capital Balance shall bepaid by the Sellers to Providence in immediately available funds within three (3) Business Days of such determination.

  • To the extent MS Colorado and/or MS Oregon have a Negative Working Capital Balance, Buyer shall make a corresponding working capital contribution in the amount of such Negative Working Capital Balance to MS Colorado and/or MS Oregon, as applicable.

  • If the Final Working Capital any of the Maple Companies, MS Colorado or MS Oregon is less than the corresponding Estimated Working Capital (the “Negative Working Capital Balance”), such Negative Working Capital Balance shall be paid to the Buyer by the Seller and the Shareholders (as a joint and several obligation) in immediately available funds plus interest at an annual rate of 6% from the Effective Date until the date of payment.

  • Purchaser and Sellers agree to instruct the Escrow Agent in writing to disburse at the Subsequent Closing funds held under the Escrow Agreement to satisfy any Positive Working Capital Balance due Sellers and any Negative Working Capital Balance due Purchaser hereunder.


More Definitions of Negative Working Capital Balance

Negative Working Capital Balance means the amount, if any, by which the Preliminary Working Capital Amount shall exceed the Final Working Capital Amount; (iv) "Final Working Capital Amount" shall mean an amount equal to the difference between the current assets and the current liabilities of the Business as of the Closing Date, each as set forth on the Final Closing Date Balance Sheet; (v) "Working Capital Settlement Date" shall mean the fifth (5th) business day following the date of receipt by Purchaser and Seller of the Final Closing Date Balance Sheet; (vi) "Final Installment Date" shall mean February 15, 2000, provided, however, that upon consummation of a Change in Control Event (as hereinafter defined) prior to February 10, 2000, the Final Installment Date shall be the fifth business day after the effective date of such Change in Control Event (but in no event later than February 15, 2000); (vii) "Final Installment Payment" shall mean an amount equal to the sum of Four Million Five Hundred Seventeen Thousand Dollars ($4,517,000.00) and the Negotiated Settlement Revenue for the Applicable Prior Period, if any; provided, however, that in the event the Final Installment Date takes place prior to February 15, 2000 due to a Change in Control Event, then the amount of Four Million Five Hundred Seventeen Thousand Dollars ($4,517,000.000) shall be reduced by an amount equal to the Discount Factor Amount (as hereinafter defined); (viii) "Negotiated Settlement Revenue" shall mean fifty percent (50%) of the fees actually received by the Business under the contracts listed on Exhibit 1.6(g)(viii)(1) hereto with respect to the claims identified on Exhibit 1.6(g)(viii)
Negative Working Capital Balance means the amount, if any, by which the Preliminary Working Capital Amount shall exceed the Final Working Capital Amount; (iv) "Final Working Capital Amount" shall mean an amount equal to the current assets of the Sellers, less the Assumed Obligations which are reflected as liabilities of Sellers, each as set forth on the Final Closing Date Balance Sheet (as hereinafter defined); and (v) "Closing Payment" shall mean an amount equal to Twenty Four Million Two Hundred Thousand Dollars ($24,200,000.00).

Related to Negative Working Capital Balance

  • 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.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Target Working Capital Amount means $162,000,000.

  • 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).

  • Target Net Working Capital Amount means an amount equal to $23,085,000.00.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Working Capital Deficit means the amount by which the Working Capital is less than the Target Working Capital Amount.

  • Net Working Capital Target means $0.00.

  • 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.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Closing Date Net Working Capital has the meaning set forth in Section 2.7(a).

  • Base Working Capital means $25,000,000.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Working Capital Adjustment Amount means an amount equal to the difference between (i) the Working Capital of the Company as of the Closing Date and (ii) the Estimated Working Capital Amount. For the avoidance of doubt the Working Capital Adjustment Amount may be a negative number.

  • Working Capital Advance has the meaning specified in Section 2.01(c).

  • Working Capital Loan has the meaning provided in Section 2.04(a) (Working Capital Loan Availability).

  • Target Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Working Capital Target means $0.

  • Working Capital Commitment means, with respect to any Working Capital Lender at any time, the amount set forth opposite such Lender's name on Schedule I hereto under the caption "Working Capital Commitment" or, if such Lender has entered into one or more Assignments and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) as such Lender's "Working Capital Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.05.

  • Consolidated Working Capital means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

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

  • Capital Base means, at any date, the sum of Tangible Net Worth and Subordinated Debt.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).