Retained Working Capital definition

Retained Working Capital means billed and unbilled receivables, net of related allowance for doubtful accounts and reserves less the sum of accounts payable plus accrued expenses, all the foregoing determined in accordance with GAAP; provided, however, that (i) the Transferred Unbilled Accounts Receivable (ii), the Assumed Liabilities referenced in Section 2.1.3 and on Schedule 2.3.4 and (iii) the Deposits and Advances shall be disregarded in calculating the Retained Working Capital.

Retained Working Capital means, all of the Companies’ (i) accounts receivable and notes receivable, (ii) accounts payable, which includes trade payables for fuel and other goods purchased, and notes payable, and (iii) accrued fuel tax payable, which includes fuel taxes collected but not yet paid to any Governmental Authority but excludes any amounts included in Transaction Expenses and Company Debt.

Retained Working Capital means, with respect to any Month, that portion of Gross Proceeds retained by WI Owner, at the direction of Ensource, in accordance with [_________________] [DESCRIBE APPLICABLE AGREEMENT], in order to satisfy WI Owner's anticipated working capital requirements.

Examples of Retained Working Capital in a sentence

• The Purchase Price shall be increased, dollar for dollar, by the amount, if any, by which the Retained Working Capital Calculation determined in accordance with Section 3.2.2(a), produces an amount less than the Estimated Retained Working Capital Calculation.

• The Purchase Price shall be decreased, dollar for dollar, by the amount, if any, by which the Retained Working Capital Calculation determined in accordance with Section 3.2.2(a), produces an amount greater than the Estimated Retained Working Capital Calculation.

• If Seller and Purchaser reach agreement during the Interim Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(ii) based on the agreed upon Estimated Retained Working Capital Calculation.

• The Purchase Price shall be increased, dollar for dollar, by the amount, if any, by which the Estimated Retained Working Capital Calculation determined in accordance with Section 3.2.1(a)(ii) produces an amount less than the Estimated Retained Working Capital Calculation determined in accordance with Section 3.2.1(a)(i).

• The Resolution Firm’s engagement shall be solely limited to determining the Retained Working Capital Calculation and, if applicable, the Final 2006 EBITDA Calculation.

More Definitions of Retained Working Capital

Retained Working Capital means the working capital of the Business as of 11:59 P.M. on the Business Day immediately prior to the Closing Date, determined in accordance with the methodology set forth on Schedule VI-B. An example calculation of Retained Working Capital as of September 30, 2019 is set forth on Schedule VI-B and the Parties agree that only the line items set forth on Schedule VI-B shall be used in any calculation of Retained Working Capital pursuant to this Agreement.

Retained Working Capital means the difference between current ------------------------ operating assets and current operating liabilities of the Company and its Subsidiaries calculated in accordance with Schedule 2.06 of the Seller ------------- Disclosure Memorandum.

Retained Working Capital means the working capital of the Business as of 11:59 P.M. on the Business Day immediately prior to the Closing Date, determined in accordance with the methodology set forth on Schedule VI-B. An example calculation of Retained Working Capital as of September 30, 2019 is set forth on Schedule VI-B and the Parties agree that only the line items set forth onSchedule VI-B shall be used in any calculation of Retained Working Capital pursuant to this Agreement.

Retained Working Capital means cash amounting to USD 1.5 Million which the Seller determines to be necessary for the continued operation of the Company in the regular course of business, based on Company’s audited financial statements for the last three (3) years.

Retained Working Capital means, all of the Companies’ (i) accounts receivable and notes receivable, (ii) accounts payable, which includes trade payables for fuel and other goods purchased, and notes payable, and (iii) accrued fuel tax payable, which includes fuel taxes collected but not yet paid to any Governmental Authority but excludes any amounts included in Transaction Expenses and Company Debt. “R&W Policy” has the meaning set forth in Section 4.9. “Sales Event” means a sale of all of the equity or substantially all of the assets of either of the Companies or the Purchaser to an unrelated third party. “Seller Claims” has the meaning set forth in Section 8.2(b) “Seller Indemnified Parties” has the meaning set forth in Section 8.2(b). “Seller Notice of Dispute” has the meaning set forth in Section 2.8(d).

Retained Working Capital means the difference between the sum of current assets and the sum of current liabilities shown on the Consolidated Energy Closing Balance Sheet, except that for the purpose of calculating the Retained Working Capital

Retained Working Capital in the sixth sentence of Section 2.10 is hereby deleted and replaced with "Adjusted Closing Retained Working Capital."