Purchaser Working Capital definition

Purchaser Working Capital means the amount (which may be a positive or negative number) equal to (a) the sum of the assets of Purchaser and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries), on a consolidated basis, as of 12:01 a.m. (New York time) on the Closing Date represented in the asset line items shown on the Purchaser Sample Closing Statement as of such time, minus (b) the sum of the liabilities of Purchaser and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries), on a consolidated basis, as of 12:01 a.m. (New York time) on the Closing Date represented in the liability line items shown on the Purchaser Sample Closing Statement for Purchaser as of such time, in each case calculated in a manner consistent with the Purchaser Accounting Principles and the Purchaser Sample Closing Statement; provided that there shall be excluded from such calculation any Purchased Assets (regardless of the time of day at which the Closing occurs), the Purchaser Parent Retained Liabilities, all assets or Liabilities in respect of Income Taxes (whether current, deferred, or contingent), any amounts included in the calculation of Purchaser Net Cash, the proceeds, payments or consideration paid or payable to Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries) as a result of any action taken (or agreed to be taken) by Seller Parent, Purchaser Parent, Purchaser or any of their respective Affiliates pursuant to Section 6.3, any intercompany accounts or other Liabilities to be repaid or extinguished pursuant to this Agreement in connection with the Closing, including pursuant to Section 6.7, and any intercompany receivables and intercompany payables, and other intercompany Liabilities, solely between or among Purchaser (or any of its Subsidiaries) and any of its Subsidiaries.

Purchaser Working Capital means the amount (which may be a positive or negative number) equal to (a) the sum of the assets of Purchaser and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries), on a consolidated basis, as of 12:01 a.m. (New York time) on the Closing Date represented in the asset line items shown on the Purchaser Sample Closing Statement as of such time, minus (b) the sum of the liabilities of Purchaser and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries), on a consolidated basis, as of 12:01 a.m. (New York time) on the Closing Date represented in the liability line items shown on the Purchaser Sample Closing Statement for Purchaser as of such time, in each case calculated in a manner consistent with the Purchaser Accounting Principles and the Purchaser Sample Closing Statement; provided that there shall be excluded from such calculation any Purchased Assets (regardless of the time of day at which the Closing occurs), the Purchaser Parent Retained Liabilities, all assets or Liabilities in respect of Income Taxes (whether current, deferred, or contingent), any amounts included in the calculation of Purchaser Net Cash, the proceeds, payments or consideration paid or payable to Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries) as a result of any action taken (or agreed to be taken) by Seller Parent, Purchaser Parent, Purchaser or any of their respective Affiliates pursuant to Section 6.3 , any intercompany accounts or other Liabilities to be repaid or extinguished pursuant to this Agreement in connection with the Closing, including pursuant to Section 6.7 , and any intercompany receivables and intercompany payables, and other intercompany Liabilities, solely between or among Purchaser (or any of its Subsidiaries) and any of its Subsidiaries.

Purchaser Working Capital means the amount, whether positive or negative, equal to the Purchaser’s current assets minus its current liabilities (excluding current bank debt, but including restricted cash), determined in accordance with GAAP.

Examples of Purchaser Working Capital in a sentence

• However, the lack of capacity combined with the complex design of safeguards instruments have led to implementation delays.

• Subject to the immediately preceding sentence, no Purchaser Parent Retained Liability shall be reflected as a Liability in Purchaser Working Capital.

• The Estimated Purchaser Closing Statement shall be drawn up by Purchaser Parent as of 11:59 p.m. (New York time) on the Closing Date (the “Measurement Time”), as estimated in good faith by Purchaser Parent, in the format set out in Annex B-4, including with respect to the line items to be included as assets and liabilities in the calculation of Purchaser Working Capital and Purchaser Net Cash, and shall be delivered to Seller Parent within the time period specified in the Purchase Agreement.

• If Sellers’ Agent does not deliver to Purchaser a Working Capital Objection Statement by the end of the Working Capital Objection Period, or if during the Working Capital Objection Period Sellers’ Agent delivers to Purchaser written notice that Sellers’ Agent accepts the Purchaser Working Capital Statement and the Purchaser Working Capital Determination, then the Purchaser Working Capital Statement and the Purchaser Working Capital Determination shall be considered final, conclusive and binding.

• In the event Purchaser and Seller so resolve any such differences, the Purchaser Working Capital Amount set forth in the Purchaser Closing Statement, as adjusted by the Agreed Adjustments shall be final and binding as the Closing Working Capital for purposes of this Agreement.

• Purchaser shall have 30 days following receipt of the Preliminary Working Capital during which to notify Seller of any dispute of any item contained in the Preliminary Working Capital, which notice shall set forth in reasonable detail the basis for such dispute and Purchaser's calculations of Net Working Capital (the "Purchaser Working Capital").

• In addition, we measure a set of background character- istics, such as the share of revenue a firm earns in the euro, or households’ perception of the revenue share of exports to the euro area at their employer.

• The Closing Date Balance Sheet shall be accompanied by a schedule (the "Purchaser Working Capital Schedule") which shall set forth in reasonable detail Purchaser's calculation of the Working Capital (as defined below) as of the close of business on the Business Day immediately preceding the Closing Date.

• In making such determination, the Independent Firm shall consider only those items or amounts in the Purchaser Working Capital Statement and Seller’s calculations of the Net Working Capital and any Working Capital Deficit or Working Capital Excess as to which Purchaser and Seller have disagreed and only to the extent of such disagreement.

• The Accounting Referee’s determination of the Working Capital Schedule and the Working Capital Deficit (and related Seller Working Capital Payment) or Working Capital Surplus (and related Purchaser Working Capital Payment), if any, based thereon shall be final and binding on the Parties.