Actual Working Capital definition
Actual Working Capital has the meaning set forth in Section 2.7(a).
Actual Working Capital shall have the meaning set forth in Section 2.3(b).
Actual Working Capital shall have the meaning given to such term in Section 2.2.3.2.
Examples of Actual Working Capital in a sentence
During the Closing Statement Review Period, Sellers and their Representatives shall have the right to inspect the Company’s books and records and other documents and materials reasonably requested by Sellers, during normal business hours at the Company’s offices and upon reasonable prior notice, solely for purposes reasonably related to the determination of the Actual Working Capital, Actual Indebtedness, Actual Cash, Actual Transaction Expenses, and the resulting Estimated Payment Adjustment.
More Definitions of Actual Working Capital
Actual Working Capital shall be an amount equal to the actual working capital of the Acquired Companies as set forth in cell “C11” in the Purchase Price Calculation tab of the Portfolio Project Model after the Project Models have been re-run following the input of changes in the Working Capital Inputs made by the representatives of the Parties pursuant to subparagraph 3(f) of Part III of this Acquired Companies Annex.
Actual Working Capital means Working Capital of the Company as set forth on the Final Statement.
Actual Working Capital means Working Capital as of the Closing Date.
Actual Working Capital will have the meaning set forth in Section 1.4(b)(v).
Actual Working Capital has the meaning set forth in Section 3.5(h).
Actual Working Capital means the sum of all current assets of Company and the Subsidiaries that constitute Broadcasting Assets minus the sum of all current liabilities of Company and the Subsidiaries that constitute Assumed Liabilities, in each case as of the Closing Date, as calculated in accordance with the following provisions and, except to the extent that the following provisions deviate therefrom, with GAAP. The determination of current assets and current liabilities for purposes hereof shall take into account the elapsed time or consumption of an asset during the relevant time period prior to or after Closing. Current assets and current liabilities shall only include those assets that constitute Broadcasting Assets and liabilities that constitute Assumed Liabilities, in each case that relate to the period prior to the Closing and shall be prorated accordingly. Current assets shall exclude (a) all Cash, (b) the Receivables (subject to the following sentence), and (c) any Retained Assets. Notwithstanding the foregoing, to the extent that the Net Receivables (as determined in accordance with Section 2.5) exceed $1,650,000, any such excess amount up to a maximum amount equal to the amount of the Accounts Payable shall be deemed to be a current asset for purposes of determining Actual Working Capital. Current liabilities shall include without limitation (x) all Accounts Payable, except as set forth in clause (iii) of the following sentence, and (y) any payments that contractually have been deferred to the extent Company and/or the Subsidiaries have already received the benefit of the asset to which they relate prior to the Closing. Current liabilities shall not include, and there shall be no proration of (i) any Taxes arising by reason of the transfer of the Broadcasting Assets as contemplated hereby, which shall be paid as set forth in Section 2.7 or Article 12, or any Taxes based on income of Company, the Subsidiaries, Seller or any of their respective affiliates, (ii) the obligations of Company and/or the Subsidiaries under the Contracts, Leases and Financing Leases (and any Financing Leases entered into by Company or any of the Subsidiaries between the date hereof and the Closing Date in accordance with this Agreement) arising from and accruing with respect to the operation of the Station after the Closing Date, and (iii) all accrued and unused employee sick leave and accrued and unused employee vacation time. There shall be an adjustment for any difference between the val...
Actual Working Capital has the meaning specified in Section 3.1(e).