Seller Working Capital definition

Seller Working Capital means the items of Working Capital derived from the records of any Target or Selling Entity, as such books are maintained by the Seller in respect of a Hotel Interest. For avoidance of doubt, Seller Working Capital specifically excludes Hotel Working Capital.
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Seller Working Capital means that portion of the Purchased Assets comprised of the sum of cash, accounts receivable (net of allowance for doubtful and/or uncollectible accounts), Inventory (net of reserves), pre-paid expenses and other current assets of Seller, minus the sum of accounts payable, accrued expenses and other current liabilities, in each case as determined in accordance with GAAP as applied on an accrual basis, and using methodologies consistent with those used to prepare Buyer’s audited financial statements provided, however, that the Repaid Indebtedness and shareholder distributions to cover federal and state income Taxes with respect to the corporate taxable income of Seller prior to Closing shall be excluded from the calculation of Seller Working Capital.
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Seller Working Capital means the current assets of the Seller minus the current liabilities.
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Examples of Seller Working Capital in a sentence

  • The amount, if any, by which the Net Working Capital Threshold exceeds the Estimated Net Working Capital is referred to herein as the “Estimated Seller Working Capital Payment”.

  • Notwithstanding the foregoing, the Adjusted Closing Statement may omit footnotes and related disclosures normally included in audited balance sheets prepared in accordance with GAAP and shall include such items from Seller Working Capital as are set forth in the definition of Seller Working Capital (including a deduction for distributions to cover s-corp Taxes for the operating income of the Seller for the period prior to the Closing but not including any Taxes due with respect to the Purchase Price).

  • In preparing the Adjusted Closing Statement, Buyer shall determine Seller Working Capital based upon GAAP consistent with the principles applied in the preparation of the audited balance sheet of Seller as at the Closing Date.

  • Notwithstanding the foregoing, the Closing Statement may omit footnotes and related disclosures normally included in audited balance sheets prepared in accordance with GAAP and shall include only such items from Seller Working Capital as are set forth in the definition of Seller Working Capital.

  • The Adjusted Closing Statement shall be accompanied by such documentation as Buyer believes supports such proposed adjustments to the calculation of Seller Working Capital as of the Closing Date.

  • None of KeyMile Acquisition Documents, including the KeyMile Seller Working Capital Facility Agreement and the KeyMile Seller Working Capital Facility Guaranty, has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to Agent and, with respect to any such amendment, supplement, or waiver occurring after the Closing Date, in accordance with the terms of this Agreement.

  • The total consideration to be paid by the Buyer to Seller for the sale, assignment, transfer and conveyance of the ARMC Centrahoma Interest and the Tupelo Assets shall be cash in an aggregate amount equal to (i) $63,000,000 plus (ii) the Estimated Buyer Working Capital Payment, if any, or minus (iii) the Estimated Seller Working Capital Payment, if any, subject to adjustment pursuant to this Article II or Article VII (the “Purchase Price”).

  • The total consideration to be paid by the Buyer to Seller for the sale, assignment, transfer and conveyance of the Purchased Interests shall be cash in an aggregate amount equal to (i) $205,000,000 plus (ii) the Estimated Buyer Working Capital Payment, if any, or minus (iii) the Estimated Seller Working Capital Payment, if any, subject to adjustment pursuant to this Article II or Article VII (the “Purchase Price”).

  • On the terms and subject to the conditions set forth herein, in consideration of the sale of the Transferred Companies, at the Closing, Buyer shall pay to Seller an amount in cash equal to (i) $2,000,000,000 (two billion dollars), (ii) plus the Estimated Buyer Working Capital Payment, if any, (iii) minus the Estimated Seller Working Capital Payment, if any (the “Purchase Price”).

  • The Seller Working Capital at Closing shall equal at least the amounts shown for the applicable periods on Schedule 8.12.


More Definitions of Seller Working Capital

Seller Working Capital means an amount equal to (a) the consolidated current assets of Seller and its subsidiaries as of the determination of the Final Purchase Price pursuant to Section 1.3 (excluding income tax receivables and deferred income taxes) minus (b) the consolidated total liabilities of Seller and its subsidiaries as of the determination of the Final Purchase Price pursuant to Section 1.3 (including all liabilities, whether current or otherwise, in connection with Indebtedness of Seller and costs and expenses of Seller in connection with the evaluation, negotiation, execution and performance of this Agreement).
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Related to Seller 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.

  • 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).

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

  • Target Working Capital means $0.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

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

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

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

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

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

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

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

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

  • 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).

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

  • 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.

  • Target Net Working Capital means $0.

  • 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.

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

  • 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.

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

  • Target Working Capital Amount means $75,000,000.

  • 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;

  • 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.