Common use of Net Working Capital Clause in Contracts

Net Working Capital. “Net Working Capital” shall mean the current assets less the current liabilities of the Company and the Company Subsidiaries as of the Closing, all as determined on a consolidated basis in accordance with GAAP applied in a manner consistent with the Company Balance Sheet; provided that, in determining Net Working Capital amounts in respect of the following shall be adjusted as set forth below:

Appears in 1 contract

Samples: Purchase Agreement (Travelcenters of America LLC)

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Net Working Capital. “Net Working Capital” shall mean the current assets of the Company less the current liabilities of the Company (including the Acquired Company Transaction Expenses and the Company Subsidiaries as Transaction Payroll Taxes, but exclusive of the ClosingCompany Debt), all as determined on a consolidated basis in accordance with GAAP applied in a manner consistent with past practices, and calculated in accordance with the Company Balance Sheet; provided that, in determining Net Working Capital amounts in respect of the following shall be adjusted as set forth below:calculations and methodology used on Exhibit I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

Net Working Capital. “Net Working Capital” shall mean the current assets of the Company less the current liabilities of the Company (excluding the Acquired Company Transaction Expenses and the Company Subsidiaries as of the ClosingDebt), all as determined on a consolidated basis in accordance with GAAP applied in a manner consistent with the Company Balance Sheet; provided that, in determining Net Working Capital amounts in respect of the following shall be adjusted as set forth below:past practices.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

Net Working Capital. “Net Working Capital” shall mean the current assets of the Company less the current liabilities of the Company (excluding the Transaction Expenses, Transaction Payroll Taxes and the Company Subsidiaries as of the ClosingClosing Indebtedness), all as determined on a consolidated basis in accordance with GAAP applied in a manner consistent with the Company Balance Sheet; provided that, in determining Net Working Capital amounts in respect of the following shall be adjusted as set forth below:past practices.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

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Net Working Capital. “Net Working Capital” shall mean the total current assets (excluding current income Tax assets) of the Companies less the total current liabilities (excluding current liabilities for income Taxes) of the Company and the Company Subsidiaries as of the Closing, all as determined on a consolidated basis in accordance with GAAP applied in a manner consistent with the Company Balance Sheet; provided that, in determining Net Working Capital amounts in respect of the following shall be adjusted as set forth below:Companies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perkinelmer Inc)

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