Sample Net Working Capital Calculation definition

Sample Net Working Capital Calculation means the sample calculation of Net Working Capital attached hereto as Exhibit D.
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Sample Net Working Capital Calculation has the meaning set forth in Section 1.2. “SEC” means the United States Securities and Exchange Commission. “Securities Act” has the meaning set forth in Section 3.3. “Seller Disclosure Schedule” means the Seller Disclosure Schedule delivered by Sellers and Buyer concurrently with the execution and delivery of this Agreement.
Sample 1
Sample Net Working Capital Calculation means the illustrative calculation of Net Working Capital as of December 31, 2023 that is included in Annex I. “Sanctioned Person” means a Person that is the target of Sanctions, including any Person (a) listed on any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the European Union, any European Union member state, the United Nations Security Council, or any Governmental Entity of any jurisdiction where any Company Member operates, (b) located, organized, or resident in a Sanctioned Territory, or (c) directly or indirectly owned, 50% or more, or controlled (individually or in the aggregate) as applicable under Law by any of the Persons described in the foregoing clauses (a) and (b). “Sanctioned Territory” means, at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Governmental Entity of (a) the United States (including OFAC and the U.S. Department of State), (b) the European Union, (c) any European Union member state, (d) the United Nations Security Council, or (e) any jurisdiction where any Company Member operates. “Xxxxxxxx-Xxxxx Act” has the meaning set forth in Section 5.6(a). “SEC” has the meaning set forth in Section 5.6(a). “SEC Documents” has the meaning set forth in Section 5.6(a). “Securities Act” means the Securities Act of 1933. “Seller Group” shall mean, collectively, Sellers and each of their respective successors and assigns (and each of the foregoing Persons shall be a “Seller Group Member”). “Seller R&W Parties” has the meaning set forth in Section 6.7. “Seller Releasing Party” has the meaning set forth in Section 6.11(a). “Seller Representative” has the meaning set forth in Section 7.14(a). “Sellers” has the meaning set forth in the Preamble.
Sample 1

Examples of Sample Net Working Capital Calculation in a sentence

  • The Estimated Closing Statement shall be calculated consistent with GAAP and the Sample Net Working Capital Calculation.

  • By: /s/ Txx XxXxxx Name: Txx XxXxxx Title: Chief Executive Officer SCHEDULE 1.1 Sample Net Working Capital Calculation Attached hereto.

  • Closing Net Working Capital and Closing Indebtedness shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet (provided that in the event of a conflict between GAAP and consistent application thereof, GAAP shall prevail), subject to such differences in accounting principles, policies and procedures as are set forth in the Sample Net Working Capital Calculation (the “Applicable Accounting Principles”).

  • Without limiting the foregoing, the Closing Net Working Capital as calculated in the Closing Statement will not contain any categories or types of assets or liabilities or other accounts, reserves or line items not reflected in the calculations of Closing Net Working Capital as set forth in the Sample Net Working Capital Calculation and included in the Accounting Principles.

  • Xxxxx’s calculation of Purchase Price will be made in accordance with the Accounting Principles and the Sample Net Working Capital Calculation.

  • Such calculation will be made by the Independent Accountant in accordance with this Agreement, the Accounting Principles and the Sample Net Working Capital Calculation.


More Definitions of Sample Net Working Capital Calculation

Sample Net Working Capital Calculation has the meaning set forth in Section 2.3(a).
Sample 1

Related to Sample Net Working Capital Calculation

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • 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.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

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

  • Net Working Capital Target means $0.00.

  • 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 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.

  • Target Net Working Capital Amount means $0.

  • 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;

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Net Working Capital means current assets minus current liabilities.

  • Target Net Working Capital means $0.

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

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Target Working Capital Amount means $162,000,000.

  • 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).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

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

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

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

  • Working Capital Target means $0.

  • Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.

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

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).