Working Capital of the Business means the current assets included in the Purchased Assets less the current liabilities of the Business included in the Assumed Liabilities, determined in accordance with the same accounting principles, policies and practices that were used in the preparation of the June 30 Pro Forma Statement, and as otherwise set forth on Schedule 5.5.
Working Capital of the Business means the current assets (except for prepaid expenses relating to Intellectual Property Licenses which are not used in connection with the Business) less the current liabilities (except for accrued expenses relating to Intellectual Property Licenses which are not used in connection with the Business) of the Business, determined in accordance with GAAP on a basis consistent with the preparation of the Balance Sheet provided that there shall be excluded from such determination the Excluded Assets and the Retained Liabilities.
Working Capital of the Business means the Current Assets (as reflected on the Reference Balance Sheet) and Inventory (as reflected on the Reference Balance Sheet) less the Accrued Liabilities and Other (as reflected on the Reference Balance Sheet) (excluding Deferred Cost of Goods Sold, Deferred Revenue and Employee Liabilities (as such items are reflected on the Reference Balance Sheet)), as calculated in accordance with U.S. GAAP and prepared on a basis consistent with the Reference Balance Sheet; provided, however, that assets and properties (other than current assets and current liabilities that are Assumed Liabilities) that were not reflected in the Opening Statement shall not be reflected in the Final Statement.
Examples of Working Capital of the Business in a sentence
Within 120 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement of the current assets and current Liabilities of Seller as of the Closing Date (the “Closing Date Net Working Capital Statement”) for purposes of specifically determining the Adjusted Net Working Capital of the Business as of the Closing Date.
In the event the actual Net Working Capital of the Business as of the Closing Date ("Closing Net Working Capital") is determined to be less than or greater than Projected Net Working Capital, the Purchase Price shall be adjusted in the following manner: Within thirty (30) days following the Closing Date, the actual Net Working Capital as the Closing Date shall be determined by Seller and such determination shall be subject to reasonable review and confirmation by Purchaser.
Attached hereto as Schedule 2.4 is a balance sheet reflecting the Working Capital of the Business and the Purchased Assets as of March 31, 2001, as agreed upon by Buyer and the Seller Parties.
Buyer and Seller shall attempt in good faith to resolve any disagreements with respect to the determination of the Working Capital of the Business as of the Closing Date or the amount of the adjustment to the Estimated Purchase Price.
Any amounts required to be paid or returned pursuant to this Section 1.7(a) shall be paid by wire transfer of immediately available funds to the account specified by the party to whom such payment is owed within five business days after the amount of Working Capital of the Business as of the Closing Date is agreed to by the Seller and the Purchaser or any remaining disputed items are ultimately determined by the Accountants in accordance with Section 1.7(d).
More Definitions of Working Capital of the Business
Working Capital of the Business shall have the meaning set forth in Section 1.7(c).
Working Capital of the Business means the current assets less the current liabilities of the Business, determined in accordance with GAAP on a basis consistent with the preparation of the Financial Statements, provided that there shall be excluded from such determination the Excluded Assets and the Retained Liabilities and there shall be included in such determination (i) Cash Equivalents to the extent transferred to Purchaser as provided in the parenthetical to Section 2.4(a) (notwithstanding that Cash Equivalents were excluded in the preparation of the Financial Statements), (ii) accruals or reserves for 27 deferred Taxes, (iii) the book value of Howmedica's investment in the common stock of Orthovita Inc. and (iv) the amount of the capital expenditure by Howmedica in respect of the renovations of the executive office building in Rutherford, New Jersey.
Working Capital of the Business means the value of Current Assets less the value of Current Liabilities; provided, that, for purposes of the calculation of Working Capital of the Business (A) interest not related to the SVB Credit Agreement or accrued salary of Xxxx Mar and Xxx XxXxxx shall be excluded from Interest Payable, (B) the effect of the payment or accrual of Transaction Expenses shall be excluded from the value of each line item affected thereby, (C) the value of the Cash and Investments line item shall be increased by the amount of the out-of-pocket cost, up to a maximum of $120,000 to Seller of the directors’ and officers’ Liability Insurance purchased in accordance with Section 7.5 and (D) the value of any Current Liability or portion thereof that is deemed an Excluded Liability pursuant to Section 2.1(f) shall be excluded from Current Liabilities.
Working Capital of the Business means the current assets less the current liabilities of the Business, determined in accordance with GAAP on a basis consistent with the preparation of the unaudited financial statements attached hereto as Schedule 1.1(b), provided that there shall be excluded from such determination the Excluded Assets and the Retained Liabilities and there shall be included in such determination Cash Equivalents (notwithstanding that Cash Equivalents were excluded in the preparation of the unaudited financial statements attached hereto as Schedule 1.1(b)) and accruals of deferred Taxes or reserves for deferred Taxes as reflected on the unaudited financial statements attached hereto as Schedule 1.1(b).
Working Capital of the Business means, after making the Consolidated Business Adjustments, the current assets included in the Conveyed Assets of the Business less the current liabilities included in the Assumed Liabilities (as defined below) of the Business; provided that, for purposes of the calculation of Working Capital of the Business, any reserve, allowance, accrual or other offset so included in such calculation shall only be of such categories that were included in the determination of the Target Working Capital and shall be determined by Parent in accordance with the same formulae, processes and procedures as were used in the determination of the Target Working Capital and on a basis consistent with Parent’s determination of the Target Working Capital. Notwithstanding the foregoing, (i) sample and used finished inventory and (ii) spare parts, tooling, stores, supplies, packaging and other similar tangible items that are not intended to be incorporated into a finished unit of Product shall have no value in determining such working capital, except to the extent any such items are listed on Schedule 2.1(a)(iii).
Working Capital of the Business means the current assets (excluding cash) less the current liabilities (excluding accrued Taxes) of the Business, determined in accordance with GAAP on a basis consistent with the preparation of the Financial Statements.
Working Capital of the Business means the net of Inventories, Receivables, Payables, accrued expenses and prepaid expenses which are categorized as part of the current assets or the current liabilities of the Business, determined in accordance with GAAP on a basis consistent with the preparation of the Audited Financial Statements, provided that there shall be excluded from such determination the Excluded Assets and the Retained Liabilities and there shall be included in such determination (i) a credit for Cash Equivalents to the extent transferred to Purchaser as provided in the parenthetical to Section 2.4(a)(i) (notwithstanding that Cash Equivalents were excluded in the preparation of the Financial Statements), but only to the extent such Cash Equivalents are freely remittable, without tax or other penalty, to Purchaser out of the country in which they are held; (ii) all long-term Taxes payable and receivable and long-term deferred Taxes payable and receivable with respect to Conveyed Companies (within the meaning of GAAP); (iii) a deduction for any Indebtedness of the Business as of the Closing not already included in Payables above and (iv) a deduction for all prepaid expenses in respect of insurance premiums relating to insurance policies which are not transferred to Purchaser (either by the Asset Selling Corporations or by transfer of the Conveyed Companies).