Transferred Working Capital definition

Transferred Working Capital means an amount equal to the following items, in the aggregate:

Transferred Working Capital means: (i) all of the current assets of SilverBirch as of the Effective Time (other than the Retained Cash and any other such assets that are Retained Assets), after giving effect to the contribution by the Purchaser of the Contributed Amount, less (ii) the aggregate amount of the accounts payable, deferred revenues and other current liabilities of SilverBirch as at the Effective Time, including all Transaction Expenses, and excluding the liability of SilverBirch under the Loan and the Frontier Costs, all calculated in accordance with Canadian GAAP on a basis consistent with Schedule "B" to the Transfer Agreement;

Transferred Working Capital means the Net Working Capital of the Business as transferred to the Buyer at the Closing.

Examples of Transferred Working Capital in a sentence

• The “Working Capital Adjustment” (which may be a positive or a negative number) shall be an amount equal to (x) the Transferred Working Capital (defined below) minus (y) the Target Working Capital (also defined below).

• For the avoidance of doubt, neither the Transferred Working Capital Assets nor the Transferred Operating Assets shall include any Excluded Assets.

• Subject to the terms and conditions of this Agreement, at the Closing, Sellers, as applicable, shall sell, convey, assign, transfer and deliver free and clear of all Liens (other than Permitted Liens) the Transferred Working Capital Assets to Buyer, and Buyer shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest in and to the Transferred Working Capital Assets.

• The accounts receivable shown in the Financial Statements or included in the Transferred Working Capital Assets, including the Accounts Receivable, net of reserves therefor reflected in the Financial Statements, represent bona fide obligations arising from sales actually made or services actually performed by the Business, and are collectible in the Ordinary Course.

• Subject to the terms and conditions of this Agreement, the consummation of each of (a) the purchase and sale of the Transferred Working Capital Assets and the assumption of the Assumed Working Capital Liabilities, and (b) the purchase and sale of the Transferred Operating Assets and the assumption of the Assumed Operating Liabilities (collectively, the “Closing”), shall be consummated remotely via email and the execution and delivery of this Agreement by each of the parties.

• The Settlement Estimate shall contain information detailing the basis for Seller’s calculation of the Estimated Transferred Working Capital, and Buyer and its representatives shall have access to such records of Seller as may be reasonably requested for verifying the Seller’s calculations.

• The terms “Estimated Transferred Working Capital” and “Estimated Transferred Deducted Deferred Revenue” shall mean the Transferred Working Capital and the Transferred Deducted Deferred Revenue, as applicable, as determined in accordance with this Section 2.3(a).

• In addition to such elements of Transferred Working Capital, interest on the Deposit from the date of payment through the Closing Date at the Prime Rate shall be credited to Buyers as part of the Settlement Statement.

• The adjustment amounts with respect to the Final Transferred Working Capital and the Final Transferred Deducted Deferred Revenue, in each case, as determined pursuant to Section 2.4, shall be paid in accordance with the terms of Section 2.4.

• In the event that the estimated Transferred Working Capital of Company as reflected on Seller’s Working Capital Certificate is less than $4,571,000, then Purchaser shall reduce the Purchase Price paid at Closing by the amount of such shortfall (the “Holdback”).

More Definitions of Transferred Working Capital

Transferred Working Capital means the current assets minus the current liabilities of the Company and the subsidiaries calculated in accordance with GAAP, excluding deferred revenue, deferred costs, amounts accrued for the account of Purchaser and C-COR pursuant to Section 6.11(a), Excluded Assets and Excluded Liabilities.

Transferred Working Capital means an amount equal to (a) the Transferred Accounts Receivable, plus (b) the Transferred Inventory, plus (c) the Transferred Other Receivables minus (d) the Transferred Accounts Payable minus (e) the Transferred Other Payables, in each case (i) as transferred to the Buyer or retained by Holdco at the Closing and (ii) as defined in a manner consistent with the following trial balance accounts: Transferred Accounts Receivable A12000 - Net Receivables Transferred Inventory A15000 - Total Inventories Transferred Other Receivables 157500 - Prepaid Current Asset 158000 - Prepaid Rent 158015 - Prepaid General Insurance Premiums 158024 - Prepaid Contracts - Current 158056 - Prepaid Balance in Favour 158310 - General PrePayment A16300 - Parts & Samples Inv Current 150045 - Other Current Assets 151000 - PrePayment - inventory 158025 - Loans to Customers 158037 - Deferred Acquisition Costs 158302 - Reusable Packaging 158303 - Prepaid Assets 158304 - Prepaid Invoices Transferred Accounts Payable L11100 - Trade & Drafts Payable Transferred Other Payables L12202 - Payroll withholdings L12206 - Sales and Use L12210 - Accrued Payroll L12212 - Commissions L12214 - Customer Allow Payable 170000 - Customer Downpayments 172134 - Accrued Utilities 176225 - Other Current Liabilities 176250 - FAS 133 Adjustment - Liability For the avoidance of doubt, Transferred Working Capital shall exclude balances relating to audit fees, taxes, insurance, loans and intercompany or affiliate items and all VAT Receivables.

Transferred Working Capital means an amount equal to (a) the Transferred Accounts Receivable, plus (b) the Transferred Inventory, plus (c) the Transferred Other Receivables minus (d) the Transferred Accounts Payable minus (e) the Transferred Other Payables, in each case (i) as transferred to the Buyer or retained by Holdco at the Closing and (ii) as defined in a manner consistent with the following trial balance accounts: