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 has the meaning set forth in Section 1.02(b)(i).
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")).
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 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.
The consideration to be paid by Buyer to Seller at Closing for interest in the AMPCO Companies shall be Ten Dollars ($10.00) (the "BASE PURCHASE PRICE") as adjusted by fifty percent (50%) of the Preliminary Working Capital Amount according to Section 2.04 (the Base Purchase price, as adjusted, shall be referred to herein as the "ADJUSTED PURCHASE PRICE").
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 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) "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...
Preliminary Working Capital Amount shall have the meaning set forth in Section 9.16(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.
Preliminary Working Capital Amount shall have the meaning ascribed to such term in Section 2.03.
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. “Preliminary Closing Cash Amount”, “Preliminary Closing Indebtedness Amount”, and “Preliminary Closing Transaction Expense Amount”, respectively. In connection with preparing the Preliminary Accounting Report, the Company shall make available to Coty such books, records and other information (including work papers) as Coty may reasonably request.