Average Working Capital definition

Average Working Capital shall have the meaning set forth in Section 2.4.

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Average Working Capital means ($499,195.00) in Net Working Capital calculated in the manner and methodology agreed to by Buyer and Seller as set forth on Schedule 2.5.2. “Target Working Capital Range” means a range between and including (i) an amount equal to the Average Working Capital less $300,000.00 (the “Working Capital Floor”) and (ii) an amount equal to the Average Working Capital plus $300,000.00 (the “Working Capital Ceiling”). The “Estimated Working Capital Adjustment” shall be a dollar amount calculated as follows:

Average Working Capital shall have the meaning set forth in SECTION 3.5(G).

Examples of Average Working Capital in a sentence

• Buyer may dispute items reflected in the calculation of Closing Working Capital, Closing Cash and 1998 Average Working Capital only on the basis that such amounts were not arrived at in conformity with GAAP.

• The "WC Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Date Working Capital (as defined below) from the Average Working Capital.

• Seller shall deliver the Closing Date Financial Statements, the Monthly Statements and its determination of the Actual Payment Amount, the Average Working Capital and the Closing Date Working Capital (which shall include a description in reasonable detail of the components and amounts thereof) to Purchaser within thirty (30) days following the Closing Date.

• The "Average Working Capital" of the Companies and their Subsidiaries shall be equal to the average of the Working Capital as of the last day of each of the 12 most recently completed four or five-week fiscal periods prior to the Closing Date for which internally prepared financial statements of the Companies and their Subsidiaries prepared in accordance with GAAP consistently applied with the Financial Statements are available.

• The calculation of Working Capital of the Business as of the Closing Date or Average Working Capital by such accounting firm shall be final and binding upon Purchaser and Seller.

More Definitions of Average Working Capital

Average Working Capital means, with respect to any fiscal year, the sum of (i) the average of inventory (net of reserves) of the Company on the last day of each of the thirteen (13) consecutive months ending with the last month of the Company's fiscal year; and (ii) the average of accounts receivable (net of reserves) of the Company on the last day of each of the thirteen (13) consecutive month ending with the last month of the Company's fiscal year. With respect to any other period, "Average Working Capital" means the sum of (i) the average of inventory (net of reserves) of the Company on the last day of each of the months during such period and on the last day of the month immediately preceding the first day of such period; and (ii) the average of accounts receivable (net of reserves) of the Company on the last day of each of the months during such period and on the last day of the month immediately preceding the first day of such period.

Average Working Capital means the average as of each month end over the trailing 12 month period ending on the last day of the calendar month immediately preceding the Closing Date of the number obtained by subtracting (a) the sum of the current liabilities of the Business in the categories set forth on Appendix E, from (b) the sum of the current assets of the Business in the categories set forth on Appendix E.

Average Working Capital means $11,569,130.

Average Working Capital means $392,584.

Average Working Capital means the difference (whether positive or negative) obtained when the sum of the Company's Average Accounts Payable and Average Accrued Expenses is subtracted from the sum of the Company's Average Inventories and Average Accounts Receivable. For purposes of this Agreement the terms Average Accounts Payable, Average Accrued Expenses, Average Inventories and Average Accounts Receivable shall mean the arithmetic average of each such account over the twelve full calendar months immediately preceding the month in which the Closing occurs. For illustration purposes, attached hereto as Schedule 3.2(e) are such account balances for the calendar months of June 1998 through May 1999. The parties acknowledge that such balances are correct for purposes of calculating the Average Working Capital. The parties acknowledge that in calculating the Average Working Capital, there shall be excluded the following amounts: (i) the balance, if any, on the Company's line of credit, (ii) any accrual of interest with respect to notes to shareholders, and (iii) the amount, if any, by which the outstanding checks written by the Company, together with any cash withdrawals from Company accounts, exceeds the cash balance of the Company. On or before the fifth business day following the final determination of the Final Closing Balance Sheet (the "Settlement Date"), either Company shall pay to Buyer or Buyer shall pay to Company the Purchase Price Adjustment.

Average Working Capital means, with respect to any specified entity, a 12 month average of customer receivables plus LIFO inventory less accounts payable, divided by revenue, of such specified entity and its subsidiaries for the entire 12 month period, determined on a consolidated basis, in accordance with GAAP and subject to historical internal reporting standards. Calculation of Average Working Capital % shall exclude the impacts of fresh start accounting.

Average Working Capital means $1,572,207, based on the average Working Capital of the Business for the twelve (12) months ended July 31, 2006 after taking into account (x) the value as of the applicable periods of the current assets of the Business included in the Acquired Assets, minus (y) the value as of the applicable periods of the current liabilities of the Business and included in the Assumed Liabilities. “Working Capital” means accounts receivable (net of the reserve on the applicable Business Financial Statements), plus inventory (net of the reserve on the Financial Statements and on a specific identification method basis), plus prepaid expenses, minus accounts payable, accrued payroll and commissions (but excluding an accrual for twelve-twelfths (12/12) of the earned bonuses of the Hired Employees through September 23, 2006 and any participation agreement listed in Schedule 3.7(a) of the ▇▇▇ Disclosure Schedules), accrued payroll taxes, unearned income and accrued expenses.