Preliminary Working Capital Determination definition

Preliminary Working Capital Determination has the meaning specified in Section 2.3(a)(ii).
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Preliminary Working Capital Determination shall have the meaning set forth in Section 2.3(a). “Pre-Closing Engagements” shall have the meaning set forth in Section 11.17(a). “Proceeding” shall mean any claim, demand, charge, complaint, action, litigation, arbitration, mediation, alternative dispute resolution procedure, suit, proceeding, hearing, audit or investigation of any nature of any Person or Governmental Entity or any inquiry or examination of any nature of a Governmental Entity. “Purchase Price” shall have the meaning set forth in Section 2.1(a). “Real Property Agreements” means all reciprocal easement and operating agreements, agreements supplemental thereto, the Acquired Company’s or Asset Seller’s interests as landlord under any leases or subleases, rights of first refusal or first offer, subordination, non-disturbance and attornment agreements, and other agreements that run with the land and in each case are appurtenant to the Acquired Real Property and other documents, instruments or agreements that relate to the occupancy or operation of the Acquired Real Property. “Recovery Costs” shall have the meaning set forth in Section 5.5. “Reference Date” shall have the meaning set forth in Section 3.1(f). “Registered IP” means all Intellectual Property that is registered, filed or issued under the authority of, with or by any Governmental Entity, including all registered Patents, registered Copyrights, registered Trademarks, domain names, and all filed applications for any of the foregoing. “Release” means any spill, emission, discharge, leaking, pumping, injection, dumping, disposal, discharge, or leaching into the environment. “Retained Benefit Plan” means each Benefit Plan that is not an Assumed Benefit Plan. “Retained Policies” shall have the meaning set forth in Section 5.5. “Retained Policy Claims” shall have the meaning set forth in Section 5.5. “Schedules” shall mean the disclosure schedules delivered by Vectron to Buyer immediately prior to the execution and delivery of this Agreement and which form a part of this Agreement. “Seller Fundamental Matters” shall have the meaning set forth in Section 9.1(b).
Sample 1
Preliminary Working Capital Determination shall have the meaning set forth in Section 2.3(a). “Previous Benefit Plans” shall have the meaning set for in Section 6.2(d). “Privileged Deal Communications” shall have the meaning set forth in Section 11.17(b). “Proceeding” shall mean any claim, demand, charge, complaint, action, suit, proceeding, hearing, audit or investigation, whether judicial or administrative, of any Person or Governmental Entity. “Products” means (a) the products and services set forth on Schedule 11.19(f) and (b) all other products and services designed, developed, manufactured, marketed, imported, exported, supported, maintained, sold, distributed or otherwise disposed of by the Company and its Affiliates exclusively in the operation of the Acquired Business, and all products and service offerings in development by the Company and its Affiliates exclusively in connection with the Acquired Business. “Prohibited Debt Financing Modifications” shall have the meaning set forth in Section 5.7(a). “Purchase Price” shall have the meaning set forth in Section 2.1(a). “Qualifying Offer” shall have the meaning set forth in Section 1.2(b)(i)(D). “Real Property” shall have the meaning set forth in Section 3.14(a).
Sample 1

Examples of Preliminary Working Capital Determination in a sentence

  • The Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination, in each case after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Closing Date Balance Sheet” and “Closing Working Capital”, respectively, for purposes of this Agreement.

  • The Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Debt Determination, Preliminary Transaction Expenses Determination and Preliminary Purchase Price Determination as agreed by Buyer and Parent or as determined by the Auditors, as the case may be, shall be final and binding as the “Closing Date Working Capital,” “Closing Date Cash,” “Closing Date Debt,” “Closing Date Transaction Expenses,” and “Purchase Price,” respectively, for purposes of this Agreement.

  • Contributions to the ESOP Component and Non-ESOP Component shall be determined in accordance with Section 2.6. Effective with the 1997 Plan Year, the Plan uses the prior-year ADP testing method, under which the ADP in the current year for the group of Eligible Employees who are HCEs is compared to the ADP in the previous year for the group of Eligible Employees who were NHCEs in the previous year.

  • In the event Seller does not so object within such forty-five (45) day period, the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination shall be final and binding as the “Closing Date Balance Sheet” and “Closing Working Capital”, respectively, for purposes of this Agreement.

  • The Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination as agreed by Buyer and the Stockholder Representative or as determined by the Auditors, as the case may be, shall be final and binding as the “Closing Date Balance Sheet” and “Closing Date Working Capital,” respectively, for purposes of this Agreement.

  • In the event that the Seller does not deliver a Dispute Notice within such 45-day period, the Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Transaction Expenses Determination and Preliminary Debt Determination set forth therein shall be final and binding as the “Closing Date Working Capital,” “Closing Date Cash,” “Closing Date Transaction Expenses,” and “Closing Date Debt,” respectively, for purposes of this Agreement.

  • In the event that the Stockholder Representative does not notify Buyer of a dispute with respect to the Preliminary Closing Date Balance Sheet or the Preliminary Working Capital Determination within such 30-day period, the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination shall be final and binding as the “Closing Date Balance Sheet” and “Closing Date Working Capital,” respectively, for purposes of this Agreement.

  • In the event Sellers do not so object within such thirty (30) day period, the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination shall be final and binding as the “Closing Date Balance Sheet” and “Closing Working Capital”, respectively, for purposes of this Agreement.

  • Notwithstanding anything in this Agreement to the contrary, Buyer may elect in its sole discretion to exclude any Uncollected Accounts Receivable from the calculation of the Preliminary Working Capital Determination and any resulting payments due and payable pursuant to Section 2.4 of this Agreement (if any).

  • In the event the Seller Representative does not so object within such thirty (30)-day period, the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination shall be final and binding as the “Closing Date Balance Sheet” and “Closing Date Working Capital,” respectively, for purposes of this Agreement.

Related to Preliminary Working Capital Determination

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • 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 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.

  • Consolidated Working Capital Adjustment means, for any period of determination 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.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Initial determination means the first child custody determination concerning a particular child.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

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

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

  • 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.

  • 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 Working Capital Amount means $75,000,000.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Target Net Working Capital Amount means $5,000,000.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

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

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

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

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

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

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