Working Capital Adjustments definition

Working Capital Adjustments means the Corporation’s current assets minus current liabilities.

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Working Capital Adjustments means customary working capital adjustments required to be paid by the Borrower or its Subsidiaries in connection with a Permitted Acquisition.

Working Capital Adjustments means the sum of the following adjustments: (A) a negative adjustment equal to the amount of Cash of the Companies and Subsidiaries, (B) a negative adjustment equal to $2,500,000, which is related to a predetermined adjustment for the allowance for doubtful accounts, (C) a negative adjustment equal to the excess of (1) the full amount of unpaid 2005 incentive bonus compensation for Continuing Employees expected to be accrued as of December 31, 2005 over (2) the amount of accrued but unpaid 2005 incentive bonus compensation for Continuing Employees reflected in the Included Liabilities, (D) a negative adjustment equal to the non-current deferred revenue of the Companies and Subsidiaries, (E) a negative adjustment of $5,000,000 in respect of a reserve for Taxes (it being understood and agreed that Included Current Liabilities will not otherwise include any reserve for income Tax contingencies determined in accordance with Statement of Financial Accounting Standards No. 5), and (F) the Closing Working Capital Statement shall not reflect (whether or not it would otherwise reflect) any asset or Liability in respect of any Tax resulting from, arising out of or based on the sale of the Securities hereunder, including any Tax arising as a result of the Section 338(h)(10) Election (as defined in Section 9.8) and any income or franchise Tax payable to any Tax Authority with respect to which the Company or Subsidiary has filed or will file an affiliated, consolidated, combined or unitary Tax Return with a Seller or any of their Affiliates to the extent that such Tax is required to be paid by the Sellers or any of their Affiliates (other than the Companies or Subsidiaries) under applicable Law. All components of Closing Working Capital shall be calculated after taking into account the actions taken pursuant to Section 6.10, excluding the FairPoint Business and excluding any intercompany accounts receivable or accounts payable between the Companies and Subsidiaries, on the one hand, and CSG and its subsidiaries (other than the Companies and Subsidiaries), on the other. Schedule 2.5(a) provides an illustrative example of the calculations of Closing Working Capital derived from the unaudited consolidated financial statements of CSG and its subsidiaries as of June 30, 2005.

Examples of Working Capital Adjustments in a sentence

• If Buyer and Seller reach agreement in writing on such disputed items or amounts, the Preliminary Closing Statement as adjusted by the Agreed Working Capital Adjustments shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement.

• The Closing Statement shall be prepared, and the Closing Working Capital (including the ARMCo Receivables Amount) shall be computed in accordance with the Principles and Procedures as adjusted by the Working Capital Adjustments.

• Buyer shall be entitled to set off against the Minimum Deferred Purchase Price Payments (i) any adjustments to the Purchase Price based on a post-Closing reconciliation agreed upon by Buyer and Seller (including the Working Capital Adjustments calculated in accordance with Section 3.4 above and 12.1.5 below), and (ii) any amounts that become payable to Buyer by Seller and by the Guarantors in accordance with Sections 15.2 and 15.3 below.

• Notwithstanding the foregoing and in addition to the provisions of Subsections 4.01(a) - (e), if at any time within one year following Closing either party discovers any items which should have been included in the Net Working Capital Adjustments but which were omitted therefrom, or any error in the computation of such adjustments, or any items not previously capable of determination, such items or error shall be properly adjusted as of Closing without interest thereon.

• The Preliminary Closing Statement, after giving effect to any Agreed Working Capital Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement.

More Definitions of Working Capital Adjustments

Working Capital Adjustments means the Corporation’s current assets

Working Capital Adjustments means the adjustments to Working Capital described on Exhibit H. Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the term “other party” refers to the Sellers, on the one hand, and Purchaser, on the other; and (vi) the phrase “including” shall mean “including without limitation.” All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

Working Capital Adjustments means the aggregate of each of the following: (i) Transaction Costs; (ii) Effective Date Tax Liabilities; and (iii) Partnership Imputed Tax Liabilities; but only to the extent that such costs or liabilities are not already wholly or partially included in Working Capital.

Working Capital Adjustments has the meaning set forth in Section 2.7(b) hereof.

Working Capital Adjustments means the net adjustments to the Unadjusted Purchase Price with respect to Net Working Capital pursuant to Section 1.4.

Working Capital Adjustments means payments required to be made by the Borrower to the Sellers (SPH) or their representatives under Section 2.5 of the Acquisition Agreement (SPH) in connection with post-closing adjustments to working capital and other customary working capital adjustments required to be paid by the Borrower or its Subsidiaries in connection with a Permitted Acquisition. The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. Unless the context requires otherwise, any definition of or reference to any agreement, instrument, or other document refers to such agreement, instrument, or other document as amended, restated, supplemented, or otherwise modified from time to time (subject to any restrictions herein on such modifications), and any definition of or reference to any statute, rule, or regulation refers to such statute, rule, or regulation as amended, supplemented, or otherwise modified and in effect from time to time, including any successor thereto.

Working Capital Adjustments shall have the meaning as set forth in Section 2.1(b)(iv) of this Agreement.