Modified Working Capital definition

Modified Working Capital has the meaning specified in Section 2.04(a).

Modified Working Capital means Current Assets less Current Liabilities.

Modified Working Capital shall have the meaning set forth in Exhibit F hereto.

Examples of Modified Working Capital in a sentence

• For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness, Closing Transaction Expenses and Pension Plan Purchase Price Adjustment shall be excluded from the determination of the Modified Working Capital.

• When the Closing Balance Sheet is delivered to Sellers, Buyer shall deliver to Sellers a statement containing Buyer’s calculations (the “Buyer’s Proposed Calculations”) of (i) the Modified Working Capital as of the Closing Date and the Closing Inventory Balancing Amount, all based on the Closing Balance Sheet and the books and records of Alpart, and (ii) the Sales Contract Adjustment Amount.

• Not later than the third business day prior to the Closing Date, Sellers shall deliver to Buyer (a) an estimated Closing Balance Sheet (the “Estimated Closing Balance Sheet”) and (b) a statement (the “Estimated Statement”) setting forth Sellers’ estimates, based on the Estimated Closing Balance Sheet and the books and records of Alpart, of the Modified Working Capital as of the Closing Date and the Closing Inventory Balancing Amount.

• Upon the determination pursuant to Section 3.3.3 of the Modified Working Capital as of the Closing Date and the Closing Inventory Balancing Amount, the Final Purchase Price shall be calculated.

• The Notice of Disagreement shall set forth in reasonable detail the basis for such dispute, the amounts involved and Instrumentarium’s determination of the amount of Working Capital and Modified Working Capital as of the Closing Date.

More Definitions of Modified Working Capital

Modified Working Capital means those certain current assets and current liability accounts of the Business, cumulatively, as of the Revenue Cutoff Date (and not taking into account any events or occurrences after such date), as set forth on the attached Schedule 1.1(e) – Modified Working Capital, as determined pursuant to the accounting principles, methodologies and policies set forth thereon, and as finally determined pursuant to Section 3.2.

Modified Working Capital means Current Assets l ess Current Liabilities.

Modified Working Capital has the meaning set forth in Section 3.3.1.

Modified Working Capital means the sum of (i) cash and cash equivalents and (ii) the amount of accounts receivable included in the Assets less appropriate reserves for doubtful accounts minus the Assumed Payables.

Modified Working Capital means, for the Business as of a particular date of determination, total assets minus total liabilities (excluding for purposes of such calculation all (i) cash and cash equivalents (including deposits-in-transit), (ii) accounts receivable (including all applicable reserves and allowances for returns and bad debts) to the extent such accounts receivable are commingled with accounts of Seller, Viacom or any of their respective Affiliates, (iii) property, plant and equipment, net, (iv) intangible assets and goodwill, net, (v) other non-current assets, net (except plant costs, net, which shall be included), (vi) bonus accruals (including annual performance and sales related bonuses, retention bonuses and change of control management bonuses), (vii) long-term liabilities of any nature, (viii) liabilities for payroll costs, payroll taxes and employee benefits, (ix) tax assets and liabilities, (x) intercompany receivables and payables with Seller and its other Affiliates (other than trade payables and accrued expenses incurred in the ordinary course which are specific or directly allocable to the Business) and assets and liabilities in respect of the Harvard Agreement), calculated pursuant to "hard close" procedures as of the close of business on the Closing Date on the basis and using the same accounting policies, principles, methodologies and estimates used in preparing the 1998 Pro Forma Financial Statements and the Statement of Modified Working Capital set forth in Schedule 2.06 and using the Specified Accounting Policies referred to in Schedule 2.06, which are more fully described in the Notes to the 1998 Pro Forma Financial Statements included in Section 3.06 of the Disclosure Schedule.

Modified Working Capital shall equal the difference between the Total Assets (as determined using the component accounts listed on Schedule 1.1(k) attached hereto) and the Total Liabilities (as determined using the component accounts listed on Schedule 1.1(k) attached hereto) of the Seller. Total Assets and Total Liabilities shall be determined on the date hereof in a manner acceptable to Buyer and Seller. Seller agrees that if, on the date hereof, the Modified Working Capital is less than the amount specified in Section 3.37, the Cash Compensation shall be decreased by the amount that the Modified Working Capital is less than that amount specified in Section 3.37.

Modified Working Capital means, for the Business as of a particular date of determination, total assets minus total liabilities (excluding for purposes of such calculation all (i) cash and cash equivalents (including deposits-in-transit), (ii) accounts receivable (including all applicable reserves and allowances for returns and bad debts) to the extent such accounts receivable are commingled with accounts of Seller, Viacom or any of their respective Affiliates, (iii) property, plant and equipment, net, (iv) intangible assets and goodwill, net, (v) other non-current assets, net, (vi) bonus accruals (including annual performance and sales related bonuses, retention bonuses and change of control management bonuses), (vii) long-term liabilities of any nature, (viii) liabilities for payroll costs, payroll taxes and employee benefits, (ix) Tax assets and liabilities, and (x) intercompany receivables and payables with Seller and its other Affiliates (other than with respect to amounts payable to third parties that have been processed centrally by the Seller or its Affiliates on behalf of the Company and limited to amounts so processed)), calculated pursuant to "hard close" procedures as of the close of business on the Closing Date on the basis and using the same accounting policies, principles, methodologies and estimates used in preparing the 1998 Pro Forma Financial Statements and the Statement of Modified Working Capital set forth in Schedule 2.6 and using the Specified Accounting Policies referred to in Schedule 2.6, which are more fully described in the Notes to the 1998 Pro Forma Financial Statements included in Section 3.6 of the Disclosure Schedule.