Seller Net Working Capital definition

Seller Net Working Capital means, as of the Closing Date, the dollar value of the difference between (x) the sum of accounts receivables of Seller, notes receivables of customers of Seller, prepaid assets and cash of Seller and (y) accounts payable of Seller (other than the Excluded Liabilities) and accrued expenses of Seller. The Seller Net Working Capital shall be determined in good faith by Seller within seven (7) days prior to the Closing. Subsequent to the Closing, Bridgeline Digital shall have the right, at its expense and for a reasonable time, to cause a financial statement to be prepared that calculates the Seller Net Working Capital as of the Closing Date. After reviewing Seller’s and Bridgeline Digital’s respective calculations of the Seller Net Working Capital as of the Closing Date, Seller and Bridgeline Digital shall, in good faith, agree upon the actual Seller Net Working Capital. Any working capital adjustment required by this section shall be made only after the actual Seller Net Working Capital is agreed to by the parties.
Sample 1
Seller Net Working Capital means, as of the Closing Date, the dollar value of the difference between (x) the sum of accounts receivable of Seller, notes receivable from customers of Seller, unbilled revenue of Seller and cash of Seller in an amount at least equal to $40,000 and (y) accounts payable and accrued expenses, excluding deferred revenue and corporate income tax liabilities (currently due and deferred) and excluding indebtedness of Seller as reflected on the Seller balance sheet of up to $197,000. The Seller Net Working Capital shall be determined in good faith by Seller within four (4) days prior to the Closing Date. Exhibit 1.2(b) sets forth the unaudited balance sheet of Seller as of the Closing Date. Within forty-five (45) days after the Closing Date, Bridgeline shall, at its expense, cause a financial statement to be prepared that calculates the Seller Net Working Capital as of the Closing Date. After reviewing Seller’s and Bridgeline’s respective calculations of the Seller Net Working Capital as of the Closing Date, the Major Shareholders and Bridgeline shall, in good faith, seek to agree upon the actual Seller Net Working Capital. Any adjustment to the Merger Consideration required by this section shall be made only after the actual Seller Net Working Capital is agreed to by the parties.
Sample 1
Seller Net Working Capital means, as of the Closing Date, the dollar value of the difference between (x) the sum of accounts receivables of Seller (including an account receivable of over 90 days of approximately $407,000 owed by Neurotic Media LLC to Seller), notes receivables of customers of Seller and cash of Seller in an amount at least equal to $200,000 and (y) accounts payable of Seller and accrued expenses of Seller (excluding deferred revenue and corporate income tax liabilities of Seller currently due and deferred). Any adjustment to the aggregate dollar value of the Initial Merger Consideration shall be pro rated between the Bridgeline Stock and Cash Consideration.
Sample 1

Examples of Seller Net Working Capital in a sentence

  • Seller shall deliver to Bridgeline the calculation of the Seller Net Working Capital in accordance with Section 1.2(b).

  • Seller shall deliver to Bridgeline Software the calculation of the Seller Net Working Capital as of the Closing Date.

  • Seller shall deliver to Bridgeline the calculation of the Seller Net Working Capital as of the Closing Date.

  • After reviewing Seller’s and Bridgeline Digital’s respective calculations of the Seller Net Working Capital as of the Closing Date, Seller and Bridgeline Digital shall, in good faith, agree upon the actual Seller Net Working Capital.

  • If the Seller Net Working Capital (as defined below) is less than $250,000, the aggregate dollar value of the Purchase Price shall be decreased by the amount by which the Seller Net Working Capital is less than $250,000, dollar for dollar, and the value of the Bridgeline Digital Stock to be issued hereunder shall be reduced on a dollar-for-dollar basis for such deficiency.

  • Subsequent to the Closing, Bridgeline Digital shall have the right, at its expense and for a reasonable time, to cause a financial statement to be prepared that calculates the Seller Net Working Capital as of the Closing Date.

  • Bridgeline shall have fourteen (14) days from the date of receipt of the Seller Net Working Capital Notice to either (i) accept the calculations and conclusions made in the Seller Net Working Capital Notice or (ii) give notice to the Shareholders in writing that Bridgeline intends to dispute the amounts included in the Seller Net Working Capital Notice, and such notice shall set forth in reasonable detail the disputed amount and the basis for such dispute.

  • If Bridgeline accepts the amount of the Seller Net Working Capital set forth in the Seller Net Working Capital Notice, the adjustments set forth in Section 1.2(b) shall occur no later than five (5) days following acceptance of such computation.

  • Seller shall deliver to Bridgeline Digital the calculation of the Seller Net Working Capital in accordance with Section 1.2(b).

  • If the Seller Net Working Capital exceeds $250,000, the aggregate value of the Purchase Price shall be increased by the amount by which the Seller Net Working Capital exceeds $250,000, dollar for dollar, and such excess shall be paid to Seller at Closing by wire transfer of immediately available funds.


More Definitions of Seller Net Working Capital

Seller Net Working Capital means, as of the close of business on the last business day preceding the Closing Date, the dollar value of the difference between (x) the sum of accounts receivables of Seller, notes receivables of customers of Seller and cash of Seller in an amount at least equal to $50,000 and (y) accounts payable of Seller and accrued expenses of Seller (excluding deferred revenue and corporate income tax liabilities of Seller (which are to be paid by Seller prior to Closing) and the Guaranteed Indebtedness). The Seller Net Working Capital shall be calculated using the same methodology in which the Target Amount was calculated. Any adjustment to the aggregate dollar value of the Initial Merger Consideration shall be pro rated between the Bridgeline Stock and Cash Consideration.
Sample 1
Seller Net Working Capital means, as of the Closing Date, the dollar value of the difference between (x) the sum of accounts receivables of Seller, notes receivables of customers of Seller and cash of Seller in an amount at least equal to $75,000 and (y) accounts payable of Seller and accrued expenses of Seller (excluding deferred revenue and corporate income tax liabilities of Seller). Any adjustment to the aggregate dollar value of the Cash Consideration shall be pro rated between the Bridgeline Software Stock and the Cash Consideration.
Sample 1
Seller Net Working Capital means (A) the sum of Seller’s (i) accounts receivable and (ii) inventory less (B) the sum of (i) Seller’s accounts payable (excluding up to $1,000,000 in accounts payable, which Seller shall be permitted to retain) and (ii) accrued expenses (each, as defined by and determined in accordance with GAAP), in the form set forth on Schedule 1.1 (iii) hereto.
Sample 1
Seller Net Working Capital means, as of the Closing Date, the dollar value of the difference between (x) the sum of accounts receivable of Seller, notes receivable of customers of Seller, prepaid expenses, deposits of Seller and cash of Seller in an amount at least equal to $2,500 and (y) accounts payable of Seller, notes payable (inclusive of a note payable for furniture which note shall be payable quarterly over a two-year term at an annual interest rate equal to five percent (5%) and a note payable issued to Xxxx and Xxxxxx Xxxxxx for payroll liabilities which note shall be in the principal amount of $80,000 payable quarterly over a three-year term at an annual interest rate equal to five percent (5%)), revolving credit, credit cards payable, shareholder loan, payroll liabilities and accrued expenses of Seller (excluding the cash equivalent of five (5) days of accrued vacation time for each current employee of Seller hired by Bridgeline (other than Xxxx Xxxx and Xxxx Xxxx)). The Seller Net Working Capital shall be determined in good faith by Seller within four (4) days prior to the Closing Date. Exhibit 1.2(b) sets forth the Seller Net Working Capital. Within forty-five (45) days after the Closing Date, Bridgeline shall, at its expense, cause a financial statement to be prepared that calculates the Seller Net Working Capital as of the Closing Date. After reviewing Seller’s and Bridgeline’s respective calculations of the Seller Net Working Capital as of the Closing Date, Shareholder and Bridgeline shall, in good faith, seek to agree upon the actual Seller Net Working Capital. Any working capital adjustment required by this section shall be made only after the actual Seller Net Working Capital is agreed to by the parties.
Sample 1
Seller Net Working Capital means, as of the Closing Date, the dollar value of the difference between (x) the sum of accounts receivables of Seller, notes receivables of customers of Seller, prepaid assets and cash of Seller in an amount at least equal to $5,000 and (y) accounts payable of Seller and accrued expenses of Seller (excluding accrued audit fees, deferred revenue, the Seller’s line of credit with Silicon Valley Bank and corporate income tax liabilities of Seller (currently due and deferred)). Any adjustment to the aggregate dollar value of the Initial Merger Consideration shall be pro rated between the Bridgeline Software Stock and Cash Consideration. The procedure for the determination of Seller Net Working Capital shall be as set forth below.
Sample 1
Seller Net Working Capital means, as of the Closing Date, the dollar value of the difference between (x) the sum of accounts receivable of Seller, notes receivable of customers of Seller, unbilled revenue of Seller and cash of Seller in an amount at least equal to $2,500 and (y) accounts payable of Seller (excluding liabilities of Seller of up to $155,000) and deferred revenue of Seller. The Seller Net Working Capital shall be determined in good faith by Seller within four (4) days prior to the Closing Date. Exhibit 1.2(b) sets forth the unaudited balance sheet of Seller as of the Closing Date. Within forty-five (45) days after the Closing Date, Bridgeline Digital shall, at its expense, cause a financial statement to be prepared that calculates the Seller Net Working Capital as of the Closing Date. After reviewing Seller’s and Bridgeline Digital’s respective calculations of the Seller Net Working Capital as of the Closing Date, Shareholder and Bridgeline Digital shall, in good faith, seek to agree upon the actual Seller Net Working Capital. Any working capital adjustment required by this section shall be made only after the actual Seller Net Working Capital is agreed to by the parties.
Sample 1

Related to Seller Net Working Capital

  • Net Working Capital means current assets minus current liabilities.

  • Target Working Capital means $0.

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

  • Target Net Working Capital means $0.

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

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

  • 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.

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

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

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

  • 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).

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

  • 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.

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

  • 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.

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

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

  • Target Net Working Capital Amount means $0.

  • 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).

  • Net Working Capital Target means $0.00.

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

  • 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.

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

  • 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.