Preliminary Working Capital Amount has the meaning specified in Section 1.4(a).
Preliminary Working Capital Amount has the meaning specified in SECTION 1.4(A).
Preliminary Working Capital Amount shall be the difference between the Receivable Statement and the Payable Statement delivered in accordance with this Section 9.16. NextMedia ------------ Outdoor and PNE hereby acknowledge and agree that for the eighteen (18) month period following the Closing Date (the "Collection and Payment Period"), NextMedia Outdoor shall, on PNE's behalf, (A) use its commercially reasonable efforts to collect the Accounts Receivable set forth on the Receivable Statement in accordance with NextMedia Outdoor's customary billing and collection practices; provided, however, that NextMedia Outdoor shall have no obligation to -------- ------- commence litigation, employ counsel or engage the services of a collection agency to effect such collection nor shall NextMedia Outdoor have any obligation to compromise, adjust, concede or settle any account receivable generated after the Closing Date, or otherwise grant any credit or allowance, to effect the collection of an Account Receivable and (B) pay the accounts payable set forth on the Payable Statement in accordance with their terms (it being agreed and understood that notwithstanding the provisions of Sections 2.2(e) and --------------- 2.5(b)(viii) of this Agreement, that NextMedia Outdoor shall have the right to ------------ use the Accounts Receivable collected by NextMedia Outdoor pursuant to this Section 9.16(a) for the duration of the Collection and Payment Period) and --------------- further may use any amounts related to a prepaid item or to a deposit made by PNE with respect to the operation of the Business prior to the Closing Date. Notwithstanding the foregoing, in the event that PNE receives any amounts due to PNE with respect to the Accounts Receivable, or receives any refund of a prepaid item or a deposit, during the Collection and Payment Period, PNE shall remit any and all such amounts to NextMedia Outdoor within five (5) Business Days after receipt thereof to an account or accounts designated by NextMedia Outdoor. In addition, in the event that PNE receives any invoice or other notice with respect to the accounts payable listed on the Payable Statement, PNE shall promptly deliver such invoice or notice to NextMedia Outdoor for payment.
Examples of Preliminary Working Capital Amount in a sentence
The statements delivered pursuant to the first sentence of this Section 2.03 shall be accompanied by worksheets setting forth in reasonable detail Seller's calculations used to estimate the Preliminary Working Capital Amount and shall also state and show the calculation in reasonable detail of the Estimated Closing Inventory Value (including the book value of all materials and supplies of the Companies and the Alba Companies as of the Measurement Date (the "M&S BOOK VALUE")).
If the Preliminary Working Capital Amount is positive, Buyer shall pay Seller, at the Closing, in addition to the Base Purchase Price, an amount equal to fifty percent (50%) of such Preliminary Working Capital Amount.
Such statement shall be accompanied by a worksheet setting forth in reasonable detail Seller's calculations used to estimate the Preliminary Working Capital Amount.
If the Preliminary Working Capital Amount is negative, the Base Purchase Price payment by Buyer to Seller pursuant to Section 2.02 shall be reduced by fifty percent (50%) of the amount of such Preliminary Working Capital Amount.
Seller shall provide Buyer with reasonable access to the data used to prepare the Preliminary Working Capital Amount and the worksheet.
More Definitions of Preliminary Working Capital Amount
Preliminary Working Capital Amount has the meaning set forth in Section 1.02(b)(i).
Preliminary Working Capital Amount means an amount equal to the difference between the current assets and the Assumed Obligations which are reflected as liabilities of the Sellers, each as set forth on the
Preliminary Working Capital Amount means the sum of Penreco’s: (i) Accounts Receivable; (ii) Inventories (excluding LIFO Reserve); (iii) Materials and Supplies; and (iv) Other Current Assets, minus the sum of Penreco’s (vi) Accounts Payable, (vii) Accrued Payroll; (viii) Other Current Liabilities, all as of the Transaction Date and as determined by the Sellers, acting reasonably and in good faith, using Penreco’s records, according to GAAP and in a manner consistent with the characterization of such items in the Interim Financial Statement. For the avoidance of doubt, Inventories shall include all inventory located at the Franklin Park facility, and there shall be no deduction for the value, if any, of the unusable “tank bottoms” included in Inventories.
Preliminary Working Capital Amount shall have the meaning set forth in Section 9.16(a). ---------------
Preliminary Working Capital Amount means 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 Preliminary Closing Date Balance Sheet; (ii) "Positive Working Capital Balance" shall mean the amount, if any, by which the Final Working Capital Amount (as hereinafter defined) shall exceed the Preliminary Working Capital Amount; (iii) "Negative Working Capital Balance" shall mean 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)(2) hereto during the Applicable Prior Period less fifty percent (50%) of the costs and expenses incurred by the Business in collecting such fees, limited to, any auditor or prepper fees, hospital audit fees, medical record pull fees or travel expense reimbursement directly associated with the collection of such fees ("Collection Costs"); (ix) "Change in Control Event" shall mean
Preliminary Working Capital Amount shall have the meaning ascribed to such term in Section 2.03.
Preliminary Working Capital Amount. 2.05 “Property Taxes” 8.01(b) “Purchaser” Preamble “Purchase Price” 2.02 “Purchase Price Deductions” 2.02 “Purchaser Indemnified Party” 11.02 “Restricted Sellers” 7.06 “Sellers” Preamble “Sellers’ Representative” 2.07 “Seller Indemnified Party” 11.03 “Shares” Recitals