Combined Working Capital means the excess of Combined Current Assets over Combined Current Liabilities, provided, however, for the purposes of this definition, (a) all prepaid expenses of the Loan Parties in excess of $25,000,000 shall not be considered a Combined Current Asset hereunder regardless of how such prepaid expenses would otherwise be classified in accordance with GAAP; (b) any asset of any Loan Party which will be subsequently paid or otherwise distributed to such Loan Party's members as a Permitted Distribution shall not be considered a Combined Current Asset hereunder regardless of how such asset would otherwise be classified in accordance with GAAP; (c) any asset of any Loan Party consisting of an intercompany receivable or other right to payment owing from another Loan Party or an Affiliate shall not be considered a Combined Current Asset hereunder regardless of how such asset would otherwise be classified in accordance with GAAP; and (d) the aggregate amount of all WC Loans outstanding hereunder and all Revolver Loans outstanding hereunder used to fund working capital shall be deemed Combined Current Liabilities, regardless of how such outstanding amounts would otherwise be classified in accordance with GAAP.
Combined Working Capital means the excess of Combined Current Assets over Combined Current Liabilities, provided, however, for the purposes of this definition, (a) all prepaid expenses of the Applicable Loan Parties in excess of $10,000,000 shall not be considered a Combined Current Asset hereunder regardless of how such prepaid expenses would otherwise be classified in accordance with GAAP; (b) any asset of any Applicable Loan Party which will be subsequently paid or otherwise distributed to such Applicable Loan Party’s members as a Permitted Distribution shall not be considered a Combined Current Asset hereunder regardless of how such asset would otherwise be classified in accordance with GAAP; (c) any asset of any Applicable Loan Party consisting of an intercompany receivable or other right to payment owing from another Loan Party or an Affiliate (other than the Account Receivable owing from Alliance which is included in the computation of Eligible Receivable) shall not be considered a Combined Current Asset hereunder regardless of how such asset would otherwise be classified in accordance with GAAP and (d) the aggregate amount of all WC Loans outstanding hereunder and all Revolver Loans outstanding hereunder used to fund working capital shall be deemed Combined Current Liabilities, regardless of how such outstanding amounts would otherwise be classified in accordance with GAAP.
Examples of Combined Working Capital in a sentence
Permit the Combined Working Capital to be less than $35,000,000 at any time.
In no event shall the Acquired Companies’ line of credit balance exceed $0.00 as of the Closing Date and in no event shall the Combined Working Capital be less than $0.00 as of the Closing Date.
The Combined Working Capital, Combined PP&E Gross Book Value and Combined Indebtedness shall be calculated in the manner provided in this Agreement.
Permit the Combined Working Capital to be less than (i) $25,000,000 at any time from the Closing Date through March 30, 2006; and (ii) $30,000,000 at any time thereafter.
EDC and NFC shall at all times maintain Combined Working Capital of not less than $8,000,000.
More Definitions of Combined Working Capital
Combined Working Capital means (i) the sum of (A) Accounts Receivable, (B) Inventory, (C) Other Current Assets, (D) prepaid expenses ("risconti attivi") and (E) accrued income ("ratei attivi") minus (ii) the sum of (A) Accounts Payable, (B) Accrued Liabilities, (C) Income Tax Liability and
Combined Working Capital total current assets minus total current liabilities as determined on a combined basis, for the Acquired Companies in accordance with GAAP excluding the current assets and liabilities of the Adult Leadership Training Program. Notwithstanding the foregoing, the amount of reserves included in Combined Working Capital, as of the Closing Date shall be calculated in accordance with GAAP but shall not be less than the amount as recorded in the Balance Sheets of the Acquired Companies as of August 31, 2001. Further notwithstanding the foregoing current assets and current liabilities in accordance with GAAP for the purpose of determining Combined Working Capital shall not be affected by deferred Tax assets, deferred Tax liabilities, and income taxes payable/receivable.
Combined Working Capital means, as of any date of determination, the amount of Combined Current Assets minus the amount of Combined Current Liabilities.
Combined Working Capital means Combined Current Assets less Combined Liabilities.
Combined Working Capital and "Performance Adjustment", (ii) a determination of the amount (the "Proposed Adjustment") by which the Purchase Price as then determined by the Sellers is less than or greater than the Closing Cash Payment (the amount of such excess or shortfall, as finally determined, is referred to herein as the "Adjustment"), (iii) a statement of the Probable Liabilities prepared in accordance with Section 9.8 (the "Probable Liabilities Statement") and (iv) a statement of the Probable Assets prepared in accordance with Section 9.8 (the "Probable Assets Statement"), in each case certified by PricewaterhouseCoopers LLP, or other independent accountants for the Sellers. The Buyer shall provide the Sellers and their independent accountants access at all reasonable times to the relevant personnel, properties, books and records of the Frontier LEC Business in the possession of the Buyer and its Affiliates (including, without limitation, the Companies and Company Subsidiaries) for such purposes and to assist the Sellers and their independent accountants in preparing the Closing Statement, the Probable Liabilities Statement and the Probable Assets Statement. The Buyer's assistance shall include, without limitation, the closing of the books of the Frontier LEC Business as of the Closing, the preparation of schedules supporting the amounts set forth in the general ledger and other books and records of the Frontier LEC Business, and such other assistance as the Sellers or their independent accountants may reasonably request.
Combined Working Capital means, without duplication, the aggregate of ------------------------ (i) all cash and cash equivalents (other than the Capital Expenditure Cash Fund), accounts receivables and other receivables (less the reserve for uncollectible accounts), prepaid expenses (including prepaid Taxes), security deposits, inventories, supplies, any other current assets and deferred income Taxes recorded as a current asset (but excluding any intercompany accounts) less (ii) all accounts payable, accrued expenses and current liabilities, other accruals, salaries, bonuses and commissions payable, the current portion of long-term Indebtedness and deferred income Taxes recorded as a current liability (but excluding (1) any intercompany accounts (other than intercompany payables that are not canceled pursuant to Section 4.13(a)), (2) all accrued employee benefit obligations (A) with respect to which assets will be transferred to the Buyer or Buyer Group, or obligations are assumed by the Sellers, pursuant to Article 8 or (B) which have been established by or at the direction of the Buyer, (3) Taxes to the extent they are subject to Article 7 and (4) liabilities created from or in connection with the obtaining of any Required Consent or other consents or approvals for the Sale of third parties or under any Regulatory Law (provided that one-half of any current liabilities accrued as of the date of the combined balance sheet in conformity with GAAP consistently applied that were created from or in connection with the obtaining of Required Consents from PUCs (other than where the Companies or Company Subsidiaries receive a corresponding asset) shall be included in the calculation of Combined Working Capital up to a maximum, when aggregated together with any long-term liabilities created from or in connection with the obtaining of such Required Consents from PUCs included in the calculation of Combined Liabilities, of $15,000,000)), all as determined on a combined basis for the Companies and Company Subsidiaries in conformity with GAAP consistently applied and on a basis consistent with the basis used in preparing the financial data and information described in clauses (ii) and (iii) of Section 2.6(a) or as expressly required by this definition. For purposes of determining Combined Working Capital, the liability, if any, attributable to the current portion of the Post-Retirement Welfare Benefits of Union Employees shall be calculated using the same actuarial assumptions that were used ...
Combined Working Capital total current assets minus total current liabilities as determined on a combined basis, for the Acquired Companies in accordance with GAAP. 50 Notwithstanding the foregoing, the amount of reserves included in Combined Working Capital, as of the Closing Date shall be calculated in accordance with GAAP but shall not be less than the amount as recorded in the Balance Sheets of the Acquired Companies as of August 31, 2001. Further notwithstanding the foregoing, current assets and current liabilities in accordance with GAAP for the purpose of determining Combined Working Capital shall not be affected by deferred Tax assets, deferred Tax liabilities, and income Taxes payable/receivable.