Valuation Date Working Capital definition

Valuation Date Working Capital means an amount, which may be positive or negative, equal to the Valuation Date Working Capital Assets less the Valuation Date Working Capital Liabilities.

Valuation Date Working Capital means the excess of the total current assets of the Company over the total current liabilities of the Company reflected in the Valuation Date Balance Sheet, determined in accordance with the Agreed Accounting Principles.

Valuation Date Working Capital means the sum of cash (assuming deduction of the amount of cash held for payment of Employee Bonuses), accounts receivable (net of applicable reserves) and inventory, minus the sum of accounts payable, accrued expenses (including all Acquisition Expenses and Reserved Shareholder Representative Expenses and current maturities of indebtedness for borrowed money), Deferred Revenue and customer deposits reflected in the Valuation Date Balance Sheet.

Examples of Valuation Date Working Capital in a sentence

• Within 60 days following the determination of the Valuation Date Working Capital pursuant to Section 3.3, Buyer shall provide to Seller a schedule (the “Allocation Schedule”) allocating the final Purchase Price among the Purchased Assets.

• The Purchase Price shall be subject to adjustment at Closing based on the Valuation Date Working Capital as described in Section 3.4.

• If Seller does not so object within such 30-day period, the Preliminary Valuation Date Balance Sheet and the Preliminary Working Capital set forth in the Preliminary Accounting Report shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.

• The Preliminary Valuation Date Balance Sheet and the Preliminary Valuation Date Working Capital, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.

• The Preliminary Valuation Date Balance Sheet and the Preliminary Valuation Date Working Capital, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively.

• The inventory obsolescence policies of Sellers are appropriate for the nature of the products sold and the marketing methods used by the Business, the reserve for inventory obsolescence contained in the Balance Sheet fairly reflects the amount of obsolete inventory as of the Balance Sheet Date, and the reserve for inventory obsolescence to be contained in the Valuation Date Working Capital Statement will fairly reflect the amount of obsolete inventory as of the Closing Date.

• If the Buyer does not timely object within such 60-day period, the Preliminary Valuation Date Working Capital Statement and the Preliminary Closing Date Cash Payment set forth in the Preliminary Accounting Report shall be final and binding as the “Valuation Date Working Capital Statement” and the Closing Date Cash Payment, respectively, for purposes of this Agreement (but shall not limit the representations and warranties of the parties set forth elsewhere in this Agreement).

• No material Liability exists for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any products sold or delivered by any Acquired Company at any time on or prior to the Closing Date beyond the amounts reserved for warranty expense reflected in the Balance Sheet or expected to be reflected in the Valuation Date Working Capital Statement.

• An example of the methodology used to calculate the Valuation Date Working Capital is attached hereto as Exhibit B.

• To Sellers’ Knowledge, no material liability exists for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any products sold or delivered by Sellers at any time on or prior to the Closing Date beyond the amounts reserved for warranty expense reflected in the Balance Sheet or expected to be reflected in the Valuation Date Working Capital Statement.

More Definitions of Valuation Date Working Capital

Valuation Date Working Capital means the sum of cash, restricted cash, cash equivalents, other current assets, accounts receivable (net of allowances for doubtful accounts) and interest receivable, minus the sum of accounts payable, other current liabilities, accrued expenses (including (i) all Acquisition Expenses incurred by the Company, or for which the Company may be liable, at or prior to the Closing and current maturities of Indebtedness that are not taken into account in the calculation of the Purchase Price and (ii) change of control payments, but not severance obligations, the Company is obligated to pay as a result of the Closing (whether prior to or after the Closing) pursuant to existing contractual obligations), Deferred Revenue, income taxes payable, accrued dividends payable (if any) and any other Indebtedness not taken into account in the calculation of the Purchase Price, in each case as of the Valuation Date, reflected in the Valuation Date Balance Sheet; provided, further, that the Income Tax benefit the Company receives by virtue of the cancellation of Company Stock Options pursuant to Section 1.3 shall offset the income taxes payable reflected in the Valuation Date Balance Sheet only to the extent Parent, Buyer or, after the Closing, the Company is entitled to a deduction or refund in respect of such Income Tax. An example of the methodology used to calculate the Valuation Date Working Capital is attached hereto as Exhibit B.

Valuation Date Working Capital means the aggregate working capital of the Company and the Subsidiaries at close of business on the Valuation Date, being net current assets less current liabilities.

Valuation Date Working Capital means the sum of cash, restricted cash, cash equivalents, other current assets, accounts receivable (net of allowances for doubtful accounts) and interest receivable, minus the sum of accounts payable, other current liabilities, accrued expenses (including (i) all Acquisition Expenses incurred by the Company, or for which the Company may be liable, at or prior to the Closing and current maturities of Indebtedness that are not taken into account in the calculation of the Purchase Price and (ii) change of control payments, but not severance obligations, the Company is obligated to pay as a result of the Closing (whether prior to or after the Closing) pursuant to existing contractual obligations), Deferred Revenue, income taxes payable, accrued dividends payable (if any) and any other Indebtedness not taken into account in the calculation of the Purchase Price, in each case as of the Valuation Date, reflected in the Valuation Date Balance Sheet; provided, further, that the Income Tax benefit the