Proposed Working Capital definition

Proposed Working Capital means Buyer’s good faith, proposed final calculation of Net Working Capital of the Business as of the Effective Time.
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Proposed Working Capital has the meaning ascribed to it in Article 3.3.1;
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Proposed Working Capital shall have the meaning as set forth in Section 3.1(b) (i)(A).
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Examples of Proposed Working Capital in a sentence

  • On or before thirty (30) days after the Closing Date, the Purchaser shall deliver to the Shareholder Representative a balance sheet, dated as of the Closing Date, prepared in accordance with GAAP consistently applied along with a calculation of the Working Capital as of the Closing Date and the Working Capital Adjustment (the "Proposed Working Capital Adjustment").

  • Upon timely delivery of the Balance Sheet Dispute Notice, the Purchaser and the Shareholder Representative agree to confer with regard to the matter and an appropriate adjustment to the proposed closing balance sheet and the Proposed Working Capital Adjustment shall be made to the extent agreed upon by Purchaser and the Shareholder Representative.

  • The Resolving Accounting Firm shall resolve any remaining disputes concerning the Proposed Balance Sheet or the calculations of Proposed Working Capital Amount.

  • The Proposed Working Capital Statement shall be revised, if necessary, to reflect the final determination of the Net Working Capital (the final form of the Proposed Working Capital Statement, including any revisions which are made thereto pursuant to this Section 1.4(c), is referred to herein as the "Final Working Capital Statement").

  • If ChoicePoint fails to give LabOne written notice of any disputed amounts within thirty (30) days after ChoicePoint receives the Proposed Working Capital Statement (the "Review Period"), then the Proposed Working Capital Statement shall become the "Final Working Capital Statement" (as hereinafter defined) for purposes hereof.

  • If a contract will be awarded, the HCRC will post an intent to award notice on the Courts Bidders/Solicitations website: http://www.courts.ca.gov/rfps.htm.

  • If no Dispute Notice is delivered within the Review Period, the Statement of Adjustment, including the amount and calculation of the Proposed Working Capital Adjustment set forth therein, shall be deemed to have been accepted and shall be binding on the Parties, and the Proposed Working Capital Adjustment shall be deemed to be the Working Capital Adjustment for all purposes under this Agreement.

  • On January 4, 2016, approximately two months after the closing date, GE delivered its Proposed Working Capital and Proposed Net Debt Statements to Alstom.

  • ChoicePoint shall review the Proposed Working Capital Statement to confirm the accuracy of the Proposed Working Capital Statement and of LabOne's calculation of the Net Working Capital.

  • Except as otherwise provided herein or set forth on Annex 3 hereto, the Proposed Working Capital Statement shall be prepared in accordance with GAAP after giving effect (except as hereinafter noted) to the transactions (the "Pre-Closing Transactions") contemplated by this Agreement (including, without limitation, each of the transactions described in Sections 2.1, 2.2, 2.3, 2.5 and 2.6 hereof, but excluding the transaction described in Section 2.4 hereof ).


More Definitions of Proposed Working Capital

Proposed Working Capital means Buyer’s good faith, proposed final calculation of Net Working Capital of the Business as of the Effective Time. “Registered Intellectual Property” means all United States, international and foreign: (i) patents and patent applications (including provisional
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Related to Proposed Working Capital

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

  • Target Working Capital means $0.

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

  • 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.

  • 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.

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

  • 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.

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

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

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

  • Target Net Working Capital means $0.

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

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

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

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

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

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

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

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

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

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • 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).

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

  • 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 Shares shall have the meaning given in the Recitals hereto.