Definition of Acceptance Date Net Working Capital


Acceptance Date Net Working Capital means (i) the current assets included in the Acquired Assets as of immediately following the consummation of the Contribution on the Acceptance Date (including deposits, but excluding deferred Tax assets) minus (ii) the sum of (A) the current liabilities (other than for Taxes and the current portion of indebtedness under (x) that certain Standard Loan Agreement, dated March 29, 2006, between the Company and Bank of America, N.A. and (y) those certain Promissory Notes between General Electric Capital Corporation and the Company, dated December 30, 2005 and March 30, 2007, respectively) included in the Retained Liabilities as of immediately following the consummation of the Contribution on the Acceptance Date, in each case as reflected on the final ADS Business Balance Sheet, and (B) all current liabilities for Taxes of the Company and its Subsidiaries for any Pre-Acceptance Date Tax Period (as such term is defined in the Indemnification and Tax Matters Agreement); provided, however, that Acceptance Date Net Working Capital shall not take into account any Transaction Related Expenses, which are addressed in Section 2. An example of the calculation of Acceptance Date Net Working Capital (based on the December 31, 2006 Balance Sheet) is attached hereto as Schedule A.

Examples of Acceptance Date Net Working Capital in a sentence

Upon delivery of the ADS Business Balance Sheet, to the extent necessary the Purchaser shall cause the Company to provide the PPB Sub with access to the books and records of the Company to the extent related to its evaluation of the ADS Business Balance Sheet and the calculation of the Acceptance Date Net Working Capital.
In the event any such notice of disagreement is timely provided, the Purchaser and the PPB Sub shall use their commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Acceptance Date Net Working Capital.
The Auditor shall determine as promptly as practicable whether the ADS Business Balance Sheet was prepared in accordance with the standards set forth in Section 1(a) and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent (if any) the Acceptance Date Net Working Capital requires adjustment.
The “ Estimated Adjustment Amount” shall mean an amount equal to (x) the Estimated Acceptance Date Net Working Capital minus (y) $1,000,000.
The “ Final Adjustment Amount,” which may be positive or negative, shall mean an amount equal to (x) the Final Acceptance Date Net Working Capital minus (y) the Estimated Acceptance Date Net Working Capital.