Purchased Working Capital means the agreed upon sum of fifty thousand dollars ($50,000) which amount represents the Partnership’s good faith estimate of the Partnership’s current assets shown on the Hotels’ balance sheet (exclusive of any FF&E Reserves) less the Partnership’s current liabilities shown on the Hotels’ balance sheet at the close of business on the Closing Date. The Contributors shall be permitted an opportunity to review the books and records of the Partnership prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date. Within such sixty (60) day period, the parties hereto agree to calculate actual working capital as of the Closing Date (including any amounts in any escrow or reserve accounts as of the Closing Date). In the event that actual working capital at Closing is more or less than the Purchased Working Capital, then the Contributors shall pay to the Acquiror an amount equal to the amount by which actual working capital as of the Closing Date is less than the Purchased Working Capital, and the Acquiror will pay to the Contributors an amount equal to the amount by which actual working capital as of the Closing Date exceeds the Purchased Working Capital. Any such amount payable by the Acquiror to the Contributors shall be allocated among the Contributors in proportion to the number of Units issuable to each Contributor pursuant to Schedule 1 hereof. Each Contributor shall bear its pro rata portion of any amount payable by the Contributors to the Acquiror on the basis of the number of Units issuable to each Contributor hereunder. Each Contributor (by its execution hereof) hereby acknowledges and agrees any such adjustments shall be paid in cash to the party entitled thereto, and such adjustments shall be deemed final. Payment, if any, shall be made within 15 days of calculating working capital as of the Closing Date.

Purchased Working Capital means the agreed upon sum of fifty thousand dollars ($50,000), which amount represents the Company’s good faith estimate of the Company’s current assets shown on the Hotel balance sheet (exclusive of any FF&E Reserves) less the Company’s current liabilities shown on the Hotel balance sheet at the close of business on the Closing Date. MAVAS and KDCA shall be permitted an opportunity to review the books and records of the Company prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date. Within such sixty (60) day period, the parties hereto agree to calculate actual working capital as of the Closing Date (including any amounts in any escrow or reserve accounts as of the Closing Date). In the event that actual working capital at Closing is more or less than the Purchased Working Capital, then MAVAS and KDCA shall each pay to the Acquiror 50% of the amount by which actual working capital as of the Closing Date is less than the Purchased Working Capital, and the Acquiror will pay to each of MAVAS and KDCA 50% of the amount by which actual working capital as of the Closing Date exceeds the Purchased Working Capital. MAVAS and KDCA (by its execution hereof) each hereby acknowledges and agrees any such adjustments shall be paid in cash to the party entitled thereto, and such adjustments shall be deemed final. Payment, if any, shall be made within 15 days of calculating working capital as of the Closing Date.

Purchased Working Capital has the meaning set forth on Schedule 10.1(m).

Examples of Purchased Working Capital in a sentence

In the event that actual working capital at Closing is more or less than the Purchased Working Capital, then the Contributors shall pay to the Acquiror an amount equal to the amount by which actual working capital as of the Closing Date is less than the Purchased Working Capital, and the Acquiror will pay to the Contributors an amount equal to the amount by which actual working capital as of the Closing Date exceeds the Purchased Working Capital.
The Contributors shall be permitted an opportunity to review the books and records of the Partnership prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date.
The Contributors shall be permitted an opportunity to review the books and records of the Company prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date.
For purposes of this Agreement, the “Purchase Price” means (i) the Base Purchase Price, minus (ii) the amount of Net Debt (or plus the amount of any negative Net Debt), if any, plus (iii) the amount, if any, by which the Purchased Working Capital exceeds the Working Capital Target, minus (iv) the amount, if any, by which the Purchased Working Capital is less than the Working Capital Target (the amount of any such adjustment to the Base Purchase Price, the “Net Debt/Working Capital Adjustment Amount”).
MAVAS and KDCA shall be permitted an opportunity to review the books and records of the Company prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date.
In the event that actual working capital at Closing is more or less than the Purchased Working Capital, then MAVAS and KDCA shall each pay to the Acquiror 50% of the amount by which actual working capital as of the Closing Date is less than the Purchased Working Capital, and the Acquiror will pay to each of MAVAS and KDCA 50% of the amount by which actual working capital as of the Closing Date exceeds the Purchased Working Capital.
The parties agree that the AG Companies have used this cash to discharge this liability and that neither shall have any effect on the calculation of Purchased Working Capital.
The Vendor will provide the Purchaser's auditors with such cooperation and supporting working papers as they may reasonably require to enable them to review the Working Capital Adjustment Date Balance Sheet and the Net Purchased Working Capital Statement.
FNIS shall execute and deliver to FNF such additional instruments, and take such other actions, as FNF may reasonably request to confirm, evidence or carry out the grants of rights contemplated by this paragraph.
At the Closing, the Company shall deliver to Purchaser a statement of Estimated Closing Purchased Working Capital as of the Closing Date (the “Statement of Estimated Closing Purchased Working Capital”) and work papers setting forth the basis for calculating the Estimated Closing Purchased Working Capital, which shall be prepared in accordance with Section 3.05(d).

More Definitions of Purchased Working Capital

Purchased Working Capital means all current assets (accounts receivable, net of allowance for doubtful accounts, inventory and prepaid expenses) purchased by Buyer hereunder, minus all assumed current liabilities (short term accounts payable, deferred tuition revenue and deferred rent) assumed by Buyer hereunder, each as of the Closing Date.

Purchased Working Capital means the agreed upon sum of Two Hundred Fifty Thousand Dollars ($250,000), which amount represents the Company's good faith estimate of the Company's current assets shown on the hotel balance sheet (exclusive of any FF&E Reserves) less the Company's current liabilities shown on the hotel balance sheet at the close of business on the Closing Date. The Contributor shall be permitted an opportunity to review the books and records of the Company prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date. Within such sixty (60) day period, the parties hereto agree to calculate actual working capital as of the Closing Date (including any amounts in any escrow or reserve accounts as of the Closing Date). In the event that actual working capital at Closing is more or less than Two Hundred Fifty Thousand Dollars ($250,000), then the Contributor shall pay to the Acquirer 33.33% of the amount by which actual working capital as of the Closing Date is less than $250,000, and the Acquirer will pay to the Contributor 33.33% of the amount by which actual working capital as of the Closing Date exceeds $250,000. The Contributor and the Barcelo Crestline Member (by its execution hereof) hereby acknowledge and agree any such adjustments shall be paid in cash to the party entitled thereto, and such adjustments shall be deemed final.

Purchased Working Capital means all current assets purchased by Buyer hereunder (e.g. receivables and inventory) minus the sum of (A) all assumed current liabilities (e.g. current payables) as of the Closing Date, and (B) fifty percent (50%) of the value of the accrued vacation liability (determined in accordance with Buyer's applicable practices as have been explained to Seller) attributable to Seller's employees who are retained by Buyer after the Closing, as if such employees had been employed by Buyer from January 1, 2000 through the Closing Date.

Purchased Working Capital means the agreed upon sum of Two Hundred Fifty Thousand Dollars ($250,000), which amount represents the Company's good faith estimate of the Company's current assets shown on the hotel balance sheet (exclusive of any FF&E Reserves) less the Company's current liabilities shown on the hotel balance sheet at the close of business on the Closing Date. The Contributor shall be permitted an opportunity to review the books and records of the Company prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date ("Total Working Capital"). Within such sixty (60) day period, the parties hereto agree to calculate Total Working Capital as of the Closing Date (including any amounts in any escrow or reserve accounts (including the FF&E Reserves) as of the Closing Date). In the event that actual working capital at Closing is more or less than Two Hundred Fifty Thousand Dollars ($250,000), then the Contributor and BCC jointly and severally agree to pay to the Acquirer 66.67% of the amount by which actual working capital as of the Closing Date is less than $250,000, and the Acquirer will pay to BCC 66.67% of the amount by which actual working capital as of the Closing Date exceeds $250,000. The Contributor and BCC hereby acknowledge and agree that any such adjustments shall be deemed final. All such adjusted amounts shall be paid in cash (other than any portion thereof that was held in any escrow or reserve accounts, which escrowed or reserved amounts shall be paid to BCC in the form of Units rather than cash, provided BCC continues to be an accredited investor at that time).

Purchased Working Capital means the difference, as of a specified date, between (1) the Purchased Assets and Contributed Assets that are current assets (measured in accordance with Section 3.05(d)) and (2) the Assumed Liabilities that are current liabilities (measured in accordance with Section 3.05(d)) and the liability associated with the Cash Balance Retirement Plan for Employees of Associated Grocers, Inc. Without limiting the foregoing, in calculating Purchased Working Capital, (A) current assets exclude Excluded Accounts Receivable and (B) current liabilities exclude all Retained Liabilities and all long-term debt (including the short term portion thereof). Purchaser is defined in the introductory paragraph of this Agreement. Purchaser Disclosure Schedule is defined in the introductory paragraph to Article 5. Purchaser Material Adverse Effect means the result of an event, occurrence, or condition that, individually or in the aggregate, prevents the completion of the Acquisition. Qualified Retailers means all retail customers of the AG Companies, with the exception of (a) those customers with a credit rating, using the Company’s credit rating system, [REDACTED] (b) those customers with a credit rating, using the Company’s credit rating system, [REDACTED] and (c) [REDACTED] Real Property is defined in Section 4.08(b). CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[REDACTED]”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representatives is defined in Section 6.08. Reserves means reasonable reserves for estimated losses with respect to the Acquired Receivables calculated in accordance with Section 3.05(d), but not including any reserves or allowance with respect to items or amounts reflected in the Purchased Working Capital.

Related to Purchased Working Capital

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.
Target Working Capital means $0.
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.
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.
Net Working Capital means current assets minus current liabilities.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
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 Date Working Capital has the meaning specified in Section 2.3(b).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Base Working Capital means $25,000,000.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Target Net Working Capital means $0.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Actual Working Capital has the meaning set forth in Section 2.7(a).
Consolidated Working Capital means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Final Working Capital has the meaning set forth in Section 2.04(b).
Working Capital Units shall have the meaning given in the Recitals hereto.
Working Capital Shares shall have the meaning given in the Recitals hereto.
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.
Working Capital Escrow Amount means $1,000,000.
Target Working Capital Amount means $162,000,000.
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;

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