Target Net Working Capital Amount means an amount equal to the four (4) quarter average “NWC” (as defined in this paragraph) for 2015 for the Business. As used herein, “NWC” means (a) the Net Book Value of the current assets of the Business listed on Section B-2 of the Disclosure Schedule, less (b) the Net Book Value of the current liabilities of the Business listed on Section B-2 of the Disclosure Schedule, in each case, as of the Sellers’ last accounting day of each fiscal quarter in 2015 and determined in accordance with the guidelines set forth on Section B-1 of the Disclosure Schedule and in accordance with the Agreed Financial Methodology and the Closing Financial Information.
Target Working Capital Amount shall be determined by the Parties following the pre-closing physical inventory described in Section 1.50 below.
Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).
Estimated Closing Working Capital has the meaning set forth in Section 2.3(a).
Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Working Capital Adjustment Amount means (A) if Working Capital is greater than $132,000,000, an amount equal to (i) Working Capital minus (ii) $132,000,000; (B) if Working Capital is less than $128,000,000, an amount (expressed as a negative number) equal to (i) $128,000,000 minus(ii) Working Capital; and (C) in any other case, zero $(0).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Final Closing Net Working Capital shall have the meaning set forth in Section 2.8(d).
Working Capital Adjustment has the meaning set forth in Section 2.4(a).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater than the Normalised Working Capital Target (in which case it will be added to the Bid Amount for the purposes of Clause 7.3) or by which it is less than the Normalised Working Capital Target (in which case it will be deducted from the Bid Amount for the purposes of Clause 7.3);
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Date Net Working Capital has the meaning set forth in Section 2.5(a).
Closing Date Working Capital has the meaning set forth in Section 2.3(b).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Net Working Capital Target means $0.00.
Working Capital Target has the meaning set forth in Section 1.3(b).
Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.
Closing Cash Amount means, as of immediately prior to Closing, all unrestricted cash, cash equivalents (including money market accounts, money market funds, money market instruments, certificates of deposit and demand deposits) and marketable securities of the Acquired Companies, {N4442029.10} 255288355 v23 determined on a consolidated basis in accordance with GAAP. For the avoidance of doubt, “Cash” shall (x) exclude Restricted Cash and (y) be calculated net of all issued but uncleared checks and drafts issued by the Acquired Companies to the extent the related account payable is not included in the calculation of Closing Net Working Capital Amount and shall include all checks and wire transfers and drafts deposited or available for deposit for the account of the Acquired Companies to the extent the related account receivable is not included in the calculation of Closing Net Working Capital Amount. For the avoidance of doubt, the calculation of the Closing Cash Amount shall be determined without giving effect to the transaction contemplated by this Agreement.
Final Closing Cash has the meaning set forth in Section 2.5(d).
Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.