Final Adjusted Working Capital definition

Final Adjusted Working Capital has the meaning set forth in Section 2.3(c).

Final Adjusted Working Capital means the final Adjusted Working Capital determined pursuant to the procedures set forth in Section 1.6.

Final Adjusted Working Capital means the sum of (y) the Current Assets less Current Liabilities of the Company at the Closing Date, and (z) the amount of Approved Capital Expenditures as of the Closing Date (with the unpaid amount, if any, of such Approved Capital Expenditures at the Closing Date to be included as a current liability), in each case determined based on the best information reasonably available for the determination thereof, calculated in the same manner and adjusted by utilizing the same adjustments (that is, adjustments of the same nature, not necessarily in the same amount) to Current Assets and Current Liabilities, and taking into account Approved Capital Expenditures in the same manner, as set out in Schedule 5.2 and used for the determination of the Estimated Adjusted Working Capital at Closing. The Representative will have a period of fifteen (15) days after receipt of the Proposed True-Up Balance Sheet and the proposed calculation of the Final Adjusted Working Capital (the “W/C Review Period”) to review and comment on same. During the W/C Review Period, Parent shall provide such written support for its calculations as the Representative reasonably may request and shall work together in good faith with the Representative to agree upon any changes to the Proposed True-Up Balance Sheet and the adjustments necessary to determine the Final Adjusted Working Capital that reasonably may be required to ensure that the final determination of Final Adjusted Working Capital is based upon the best information reasonably available for the determination thereof and calculated in the same manner and adjusted by using the same adjustments (in nature but not necessarily amount) as set out in Section 5.2 and used to determine the Estimated Adjusted Working Capital. To the extent requested by the Representative, any former officer or employee of the Company who then is employed by or serving as a consultant to Parent or the Surviving Corporation or any of their respective subsidiaries shall be made freely available and encouraged to assist the Representative in the review of and furnishing of comments on the Proposed True-Up Balance Sheet and the proposed calculation of the Final Adjusted Working Capital furnished by Parent. In the event the Representative does not provide Parent with a written notice of objections to Parent’s determination of Final Adjusted Working Capital, as the same may be amended in writing during the W/C Review Period, prior to the expiration of the W/C Review ...

Examples of Final Adjusted Working Capital in a sentence

• Nevertheless, to the extent there are any creditors with respect to a series of notes whose recourse is not so limited Noteholders may be exposed to risks incurred for the account of other series.

• Seller shall cause the provisions of any Tax Sharing Arrangement between any IPC Company, on the one hand, and Seller or any of its Affiliates (other than any IPC Company), on the other hand, to be terminated as of the Closing Date, and any such Tax sharing Arrangements shall have no further effect for any taxable year or period (whether current, future or past), except to the extent of Non-Income Tax liabilities included in the calculation of Final Adjusted Working Capital.

• For 2003, such bonus shall be pro rated, based on the period from the Effective Date to December 31, 2003; provided that the Executive shall be entitled to any bonus for the period of 2003 prior to the Effective Date, accrued and reflected in "Final Adjusted Working Capital", as a current liability in the "Final Closing Statement," each as defined in the Securities Purchase Agreement.

• All inventory reflected on the most recent balance sheet in the Financial Statements, and all inventory acquired since that date (other than inventory disposed of in the ordinary course of business) is usable in the ordinary course of business, subject to any reserves reflected in the Interim Financial Statements or taken into account in determining the Final Adjusted Working Capital.

• No Seller nor any Restricted Party shall have any liability pursuant to Section 6.1 for any amount actually deducted in the calculation of the Final Adjusted Working Capital Schedule.

More Definitions of Final Adjusted Working Capital

Final Adjusted Working Capital and “Final Purchase Price Adjustment” means the “Adjusted Working Capital” and “Purchase Price Adjustment”, respectively (i) shown in the Adjusted Working Capital Statement delivered by Seller to Buyer pursuant to Section 3.7(a), if no Notice of Objection with respect thereto is timely delivered by Buyer to Seller pursuant to Section 3.7(b); or (ii) if a Notice of Objection is so delivered, as determined pursuant to Section 3.7(c). If the Estimated Purchase Price Adjustment amount exceeds the Final Purchase Price Adjustment, Seller shall either (i) pay to Buyer, as an adjustment to the Purchase Price, an amount of cash equal to such excess (the “Excess Amount”) or (ii) request that Buyer reduce the number of Holdback Shares by a number of shares equal to the Excess Amount divided by the 10 Day Average Price and issue to the Seller the remaining amount of the Holdback Shares in accordance with Schedule 3.5. If Estimated Purchase Price Adjustment is less than Final Purchase Price Adjustment, Buyer shall issue to Seller in accordance with Schedule 3.8(b), a number of shares equal to the amount of such deficiency (the “Deficit Amount”) divided by the 10 Day Average Price plus the Holdback Shares.

Final Adjusted Working Capital means (i) the Actual Adjusted Working Capital as set forth in the Actual Adjusted Working Capital Report if the Sellers’ Representative accepts the Actual Adjusted Working Capital Report as delivered or does not deliver a Adjusted Working Capital Objection Notice during the Adjusted Working Capital Objection Period, or (ii) the Actual Adjusted Working Capital determined pursuant to Section 2.04(d), if the Sellers’ Representative delivers an Adjusted Working Capital Objection Notice during the Adjusted Working Capital Objection Period.

Final Adjusted Working Capital means the Closing Date Adjusted Working Capital (i) as shown in the Seller's calculation delivered pursuant to Section 3.3(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.3(b), or (ii) if such a notice of disagreement is delivered, as agreed by the Buyer and the Seller pursuant to this Section 3.3(c) or, in the absence of such agreement, as shown in the Accounting Referee's calculation delivered pursuant to this Section 3.3(c).

Final Adjusted Working Capital. “Final Cash,” “Final Indebtedness” and “Final Transaction Expenses,” respectively.

Final Adjusted Working Capital means an amount equal to "current assets" minus "current liabilities" as reflected on the Final Statement of Adjusted Working Capital.

Final Adjusted Working Capital shall have the meaning specified in Section 2(e)(v) of this Agreement.

Final Adjusted Working Capital means (i) the Closing Date Adjusted Working Capital as set forth in the Adjustment Report if the Sellers accept the Adjustment Report as delivered or do not timely deliver an Objection Notice, or (ii) the Closing Date Adjusted Working Capital determined pursuant to Section 2(e)(iv) above, if the Sellers timely deliver an Objection Notice.