Net Adjusted Working Capital definition
Examples of Net Adjusted Working Capital in a sentence
In no event shall the detailed credit balance amounts included in the Closing Net Adjusted Working Capital Amount be reduced below the detailed credit balances included in the Current Assets and Current Liabilities of Emerald specified in subsections 3.6(d)(i) and (d)(ii) above at the Adjustment Date.
During the 30-day period following the Seller's receipt of the Inventory Statement, and the Net Adjusted Working Capital Statement, the Seller and its advisors will be permitted to review the working papers, trial balances and similar materials of the Purchaser and of its advisors used in connection with the preparation of the Inventory Statement and the Net Adjusted Working Capital Statement.
Within 90 days following the Closing Date, Sellers (and Clare and TUG NY) with the cooperation of Purchaser shall prepare, or cause to be prepared, and deliver to Purchaser the Closing Balance Sheet (as defined below) and a statement (the "Closing Working Capital Statement") which shall set forth the Net Adjusted Working Capital related to the Logistics Business (and Clare and TUG NY) as of the Closing Date (the "Closing Working Capital").
The final Statement of Closing Net Adjusted Working Capital Amount shall have been agreed to by the parties or delivered by the Accounting Firm in accordance with the provisions of Section 2.4.
At the time of Closing, the aggregate amount (including principal and interest) of the Company’s indebtedness for borrowed money, whether long term or short term, shall not exceed $5,000,000 (the “Permitted Debt”); and except for bank debt included in such amount, the Company will have no outstanding long term liabilities (as such term is understood under U.S. GAAP), nor any short term liabilities not included in the calculation of Net Adjusted Working Capital.
The fees and disbursements of the Purchaser's advisors incurred in connection with the Inventory Statement, the Net Adjusted Working Capital Statement and any Notice of Disagreement shall be borne entirely by the Purchaser and the fees and disbursements of the Seller's advisors incurred in connection with the Inventory Statement, the Net Adjusted Working Capital Statement and any Notice of Disagreement shall be borne entirely by the Seller.
Disclosure Schedule Section 3.4(a) set forth, in each case as of, or for, the twelve (12) months ended December 31, 2004: (i) the aggregate dollar amount of product revenue of the Business (calculated in accordance with U.S. GAAP); (ii) the aggregate dollar amount of Product Backlog of the Business calculated in a manner consistent with past practices and (iii) the aggregate dollar amount of Net Adjusted Working Capital Level of the Business (collectively, the “Other Financial Information”).
The Seller shall be entitled to any refund of Taxes of the Company or any Subsidiary received for such periods or portions thereof for which the Seller is liable for Taxes, except with respect to those refunds credited in the Net Adjusted Working Capital Statement.
It is acknowledged by all parties that the Purchase Price as negotiated and agreed upon contemplates a cashless, debt-free (with the exception of the Permitted Debt) Company at the Closing, and if and to the extent that the parties mutually agree it is impossible, or impracticable, to achieve this intent, then any remaining assets or liabilities of the type described in the first sentence above shall be included as appropriate in the calculation of the Closing Date Net Adjusted Working Capital.
The Purchase Price shall be (i) increased by the amount by which the Net Adjusted Working Capital (as defined herein) as of the Closing Date exceeds Two Million Twenty-Six Thousand Five Hundred Forty-Nine Dollars ($2,026,549.00) (the "Working Capital Base Amount") or (ii) decreased by the amount by which the Working Capital Base Amount exceeds the Net Adjusted Working Capital as of the Closing Date.