Proposed Net Working Capital definition

Proposed Net Working Capital has the meaning set forth in Section 2.4(e).
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Proposed Net Working Capital shall have the meaning assigned to such term in Section 2.3(b).
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Proposed Net Working Capital is defined in Section 1.02(b).
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Examples of Proposed Net Working Capital in a sentence

  • The parties agree that the Proposed Net Working Capital Calculation shall be prepared so that it presents fairly the Closing Net Working Capital, in accordance with GAAP, except for such deviations from GAAP as set forth on Schedule 2.04.

  • The fees and disbursements of the representatives of each party incurred in connection with their preparation or review of the Proposed Net Working Capital Calculation and the preparation or review of any notice of objection, as applicable, shall be borne by such party.

  • If Buyer and the Shareholders mutually agree upon the Proposed Net Working Capital Calculation, within twenty (20) Business Days after Buyer’s delivery of such applicable notice, such agreement shall be binding upon the parties to this Agreement.

  • The Proposed Net Working Capital Calculation shall be binding upon the parties to this Agreement unless the Shareholders give written notice of disagreement with any of the values or amounts contained therein to Buyer within twenty (20) Business Days after their receipt of the Proposed Net Working Capital Calculation, specifying in reasonable detail the nature and extent of such disagreement.

  • The establishment of an extended “CLME+ Partnership” is foreseen as an Activity under CLME+ Project Component # 5.The Caribbean Regional Fisheries Mechanism (CRFM/CARICOM)The Caribbean Regional Fisheries Mechanism (CRFM) was established in 2003.

  • Seller shall provide Buyer with notice of the time and location at which all procedures relating to the determination of inventory will be undertaken with respect to determination of the Proposed Final Net Tangible Asset Amount and the Proposed Net Working Capital Change Amount and shall permit Buyer and its representatives to be present to coordinate and observe the counting procedure performed and to take such test counts as such representatives of Buyer consider appropriate in the circumstances.

  • In the event Buyer disputes the correctness of the Proposed Final Net Tangible Asset Amount or the Proposed Net Working Capital Change Amount, Buyer shall notify Seller of its objections within 45 days after receipt of Seller's calculation of the Proposed Final Net Tangible Asset Amount and the Proposed Net Working Capital Change Amount and shall set forth, in writing and reasonable detail, the reasons for Buyer's objections.

  • The Proposed Balance Sheet, Proposed Net Working Capital, and Proposed Cash Amount shall be deemed to be accepted by Seller, and shall become final and binding on the parties hereto on the earlier of (x) the expiration of the Objection Period without delivery to Buyer of an Objection Notice or (y) the date on which all objections provided for in a timely delivered Objection Notice have been resolved by the parties or the Reviewing Party.

  • The Shareholder and the Noteholder shall cooperate with each other to finalize the Closing Net Working Capital Statement, the Proposed Net Working Capital Amount and the Closing Date Balance Sheet and to submit the same to the Purchaser no later than sixty (60) days following the Closing Date.

  • If the Buyer does not object to the Proposed Net Working Capital, in the manner provided below, the Buyer shall be deemed to have accepted the Proposed Closing Balance Sheet and the Proposed Net Working Capital, which shall be deemed to be the Closing Net Working Capital, and which shall be final, binding and conclusive for all purposes hereunder.


More Definitions of Proposed Net Working Capital

Proposed Net Working Capital has the meaning set forth in the Merger Agreement.
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Proposed Net Working Capital has the meaning set forth in Section 1.7(a).
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Proposed Net Working Capital has the meaning set forth in Clause 3.4.1 of this Agreement.
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Related to Proposed Net Working Capital

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

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Target Net Working Capital means $0.

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

  • Target Working Capital means $0.

  • 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).

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

  • 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.

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

  • 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.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

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

  • Working Capital means, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

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

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

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

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

  • Net Working Capital Target means $0.00.

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

  • Base Working Capital means $25,000,000.

  • 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.

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

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

  • 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.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • 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).