Proposed Final Working Capital Amount has the meaning set forth in Section 2.2(c).

Proposed Final Working Capital Amount shall have the meaning set forth in Section 1.4(a).

Proposed Final Working Capital Amount. The statement setting forth the Proposed Final Working Capital Amount shall be prepared in accordance with the same methods, policies and practices as used in the preparation of the historical financial statements of the applicable companies, as well as in the preparation of the pro-forma statement attached hereto as Schedule 1 containing the calculation of the Estimated Working Capital Amount (the “Proforma Statement”). The Parties shall provide each other with reasonable access to any books, records, documents and workpapers related to each of them and their Affiliates and their respective operations prior to the date of this Agreement to the extent reasonably necessary or useful in connection with the preparation of the Working Capital Statement as well as for purposes of clause 3.4 below.

More Definitions of Proposed Final Working Capital Amount

Proposed Final Working Capital Amount. For purposes of this Section 1.10, the “Working Capital of the Seller” shall have the meaning set forth in Schedule 1.10(a). In the event that the Buyer disputes the correctness of the Proposed Final Working Capital Amount, the Buyer shall notify the Seller in writing of its objections within thirty (30) days after receipt of the statement setting forth the calculation of the Proposed Final Working Capital Amount and shall set forth, in writing and in reasonable detail, each of the reasons for the Buyer’s objections. If the Buyer fails to deliver such notice of objections within such time, the Buyer shall be deemed to have accepted the statement setting forth the calculation of the Proposed Final Working Capital Amount. The Buyer and the Seller shall endeavor in good faith to resolve any disputed matters within twenty (20) days after the Seller’s receipt of the Buyer’s notice of objections. If the Buyer and the Seller are unable to so resolve the disputed matters, the Buyer and the Seller shall select a nationally known independent accounting firm (which firm shall not then be providing any services to the Buyer, the Shareholder or the Seller) (the “Working Capital Independent Accountant”) to resolve the matters in dispute (in a manner consistent with Section 1.10(b)), including the appropriate amount of interest, if any, due on the disputed amount (determined in accordance with Section 1.10(c) or Section 1.10(d), as the case may be), and the determination of the Working Capital Independent Accountant in respect of the correctness of each matter remaining in dispute shall be conclusive and binding on the Buyer and the Seller. The Working Capital of the Seller as of the close of business on the day immediately preceding the Closing Date, as finally determined pursuant to this Section 1.10(a) (whether by failure of the Buyer to deliver notice of objection, by agreement of the Buyer and the Seller or by determination of the Working Capital Independent Accountant), is referred to herein as the “Final Working Capital Amount.”

Related to Proposed Final Working Capital Amount

Working Capital Amount shall have the meaning specified in Section 3.4(e).
Target Working Capital Amount means $162,000,000.
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.
Target Net Working Capital Amount means $0.
Final Working Capital has the meaning set forth in Section 2.04(b).
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.
Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
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.
Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
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;
Final Working Capital Statement has the meaning set forth in Section 2.04.
Consolidated Working Capital Adjustment means, for any period 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.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Working Capital Advance has the meaning specified in Section 2.01(c).
Working Capital Facility means, at any time, the aggregate amount of the Working Capital Lenders' Working Capital Commitments at such time.
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.
Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.
Base Working Capital means $25,000,000.
Working Capital Target means $0.
Net Working Capital Target means $0.00.
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).
Working Capital Assets means the current assets of the Company as of the Effective Time (including all Cash and Cash Equivalents), determined in accordance with Accounting Principles but excluding any Tax assets.

Proposed Final Working Capital Amount definition

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Related to Proposed Final Working Capital Amount