Base Net Working Capital definition

Base Net Working Capital has the meaning set forth in Section 2.3(c).

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Base Net Working Capital has the meaning specified in Section 4.3(a).

Base Net Working Capital means Net Working Capital as reflected on the Statement ($572,149,000).

Examples of Base Net Working Capital in a sentence

• The Estimated Closing Cash Purchase Price will be adjusted (i) downwards on a dollar-for-dollar basis to the extent that the Adjusted Closing Net Working Capital, as shown on the Estimated Closing Balance Sheet, is below the Base Net Working Capital Amount and (ii) upwards on a dollar-for-dollar basis to the extent that the Adjusted Closing Net Working Capital is above the Base Net Working Capital Amount.

• Following the Closing, the Purchase Price shall be adjusted on the terms and conditions and for the amounts set forth below with respect to the Base Net Working Capital.

• It is understood that the establishment of $(1,900,000) as the amount of Base Net Working Capital was a negotiated result to establish the base from which any adjustment to the Initial Consideration is to be calculated, and, therefore, will not influence or affect in any respect the calculation of Effective Date Net Working Capital.

• If Final Closing Net Working Capital is less than the Base Net Working Capital Floor, then Seller shall pay or cause to be paid to Purchaser an amount in cash equal to the Base Net Working Capital Floor minus the Final Closing Net Working Capital, by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser to Seller.

• If the Estimated Closing Date Net Working Capital is less than Base Net Working Capital, the shortfall amount shall reduce the Preliminary Purchase Price of MEI at Closing.

More Definitions of Base Net Working Capital

Base Net Working Capital shall be the average of the Net Working Capital (excluding intercompany accounts payable and intercompany accounts receivable) calculated on the last day of each month for the most recent 12 months ended immediately prior to the Closing Date prepared by the Company and determined in accordance with U.S. GAAP with methodologies consistently applied to those used in preparing the Financial Statements in Section 8.7(a)(ii). Within 30 days after the date hereof, the Company shall deliver to Buyer an illustrative determination of Base Net Working Capital for the 12-month period ending April 30, 2001, including the components thereof. The Company shall also deliver to Buyer such an illustrative determination 30 days following each month-end between the date hereof and the Closing Date for the 12-month period ending on the last day of such completed month.

Base Net Working Capital means the Net Working Capital of the Companies and their Subsidiaries on a combined basis as of November 24, 1999 as determined from the Opening Balance Sheet.

Base Net Working Capital means $(1,900,000); provided, that such amount shall be increased by the amount calculated as follows (but only if such calculation results in a positive number) (i) $400,000 minus (ii) the amount by which the actual out-of-pocket advisors’ fees (legal, tax and valuation) incurred by Adenyo in connection with the asset sale transactions set forth in this Agreement exceeds the amount such fees would have been if the transactions had been structured as a sale by Adenyo of the equity of Adenyo’s wholly owned Subsidiaries (other than Silverback Media Plc). Any adjustment made pursuant to this Section 2.19(a) shall be made at the Effective Date and shall reduce or increase, as applicable, the Initial Consideration, any such reduction to be allocated among the Purchased Assets based on the allocation determined in accordance with Section 2.22.

Base Net Working Capital means $(32,500,000). The Base Net Working Capital was derived in part from the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2004 as calculated on the attached Schedule 1.1.

Base Net Working Capital means a negative $2,599,500.

Base Net Working Capital means ten million dollars ($10,000,000).

Base Net Working Capital means $8,500,000.