Pro Forma Working Capital Statement definition

Pro Forma Working Capital Statement means the statement set forth on Schedule 5.5, which contains the calculation as of March 31, 2004 of the (i) the Current Assets contemplated by Section 4.3(b), including without limitation the Accounts Receivable Settlement Amount, minus (ii) the Current Liabilities contemplated by Section 4.3(c), in each case reasonably estimated by Seller, in good faith, to be the calculation as of such date that would be included in the Final Statement if the Closing had occurred on that date.
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Pro Forma Working Capital Statement has the meaning set forth in Section 12.1(a).
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Pro Forma Working Capital Statement means the pro forma statement set out in Part 2 (Pro Forma Working Capital Statement) of Schedule 11 (Determination and Certification of Working Capital Adjustment);
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Examples of Pro Forma Working Capital Statement in a sentence

  • If either Party believes such a scenario has arisen, prior to Completion, such Party shall have the right to notify the other Party in writing, following which the Parties shall discuss in good faith in order to agree any such modification(s) as they may agree to be appropriate (acting reasonably) to the pro forma statement set out in Part IV (Pro Forma Working Capital Statement) of Schedule 11 (Pro Forma Statements).

  • The Accounts Receivable data set forth in the Aging Report provided to Buyer prior to entering into this Agreement and the Pro Forma Working Capital Statement is true and correct in all material respects as of the date thereof and has been prepared in accordance with GAAP consistent with past practice, excluding, as applicable, allocations for accounting, legal, regulatory, marketing overhead and other corporate overhead.

  • The Final Adjustment Amount in respect of each System Cash Payment shall be calculated in a manner consistent with the Pro Forma Working Capital Statement as set forth on Schedule 5.5(ii).

  • The Accounts Receivable data set forth in the Aging Reports and the Pro Forma Working Capital Statement is true and correct in all material respects and has been prepared consistent with past practice.

  • The Parent and Merger Sub shall have received from the Company and accepted, which acceptance shall not be unreasonably withheld, the Pro Forma Working Capital Statement.

  • The Company shall afford the Parent the opportunity to receive and review any information and any calculation relating to the preparation of the Pro Forma Working Capital Statement.

  • The Parent Seller shall afford the Buyer the opportunity to receive and review any information and any calculation relating to the preparation of the Pro Forma Working Capital Statement.

  • For the purpose of the Working Capital Statement, the line item which comprise "proforma debtors" in the Pro Forma Working Capital Statement shall consist of Debtors only and the line items which comprise "proforma creditors" in the Pro Forma Working Capital Statement shall consist of Creditors only.

  • The Closing Pro Forma Working Capital Statement shall be compiled from the books of account and other financial records of the Company and the Transferred Subsidiaries, shall be prepared in accordance with the Agreed Balance Sheet Principles.

  • Trions and biexcitons in 2D TMDC sheets of MoS2, MoSe2, WS2, and WSe2 are studied by means of the density functional theory and path integral Monte Carlo method in [20], the path integral Monte Carlo methodology in [21], and the diffusion Monte Carlo approach in [22].


More Definitions of Pro Forma Working Capital Statement

Pro Forma Working Capital Statement the pro-forma statement of the Working Capital of the Company in the form set out in Part B of Schedule 5 (Completion Accounts);
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Related to Pro Forma Working Capital Statement

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

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

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

  • Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.

  • Pro Forma Balance Sheet as defined in Section 4.1(a).

  • 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.

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

  • Consolidated Financial Statements means, with respect to any Person, collectively, the consolidated financial statements and notes to those financial statements, of that Person and its Consolidated Subsidiaries prepared in accordance with GAAP.

  • Current Financial Statements has the meaning given to such term in Section 5.9.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Pro Forma means producing a balance sheet that reflects a reasonably accurate financial statement of the Failed bank through the date of closing. The pro forma financial statements serve as a basis for the opening entries of both the Assuming Institution and the Receiver.

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Financial Statement Date means December 31, 1999.

  • Most Recent Financial Statements has the meaning set forth in Section 4(g) below.

  • Audited financial statement means a financial statement audited by an outside accounting firm.

  • Unaudited Financial Statements has the meaning set forth in Section 3.4(a).

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

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.

  • Target Financial Statements has the meaning set forth in Section 3.4.

  • Financial Statement has the meaning set forth in Section 4(g) below.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Parent Financial Statements has the meaning set forth in Section 4.6(a).

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Audited Financial Statements means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.