Net Operating Capital definition

Net Operating Capital has the meaning set forth in Section 2.5(a)(iii).

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Net Operating Capital means cash and cash equivalents, including restricted cash that provides credit support described in Section 6.14(c), plus (subject to Section 2.5(g)) current accounts receivable (but excluding prepayments for which the Purchaser would not get the benefit) of any Acquired Company other than a Project Operating Company from Persons other than Seller Parent or a Subsidiary thereof or a Project Operating Company, minus current accounts payable, accrued liabilities and provisions (including in respect of interest) of such Acquired Company to Persons other than Seller Parent or a Subsidiary thereof that is not Project Operating Company, but excluding therefrom (A) any Taxes (which are governed by Article VII and Section 11.5) and (B) the Owner Notes. Net Operating Capital shall be based solely upon the internal records of, and valuation and accounting methods customarily used by, the Sellers, absent manifest error.

Net Operating Capital means the net operating capital of the PEO Business as of the Closing Date calculated, in accordance with Philips internal accounting principles, by adding (a) fixed assets, (b) net inventories, (c) trade accounts receivable, and (d) other assets and subtracting (e) non-interest bearing liabilities.

Examples of Net Operating Capital in a sentence

Set forth in Schedule 4.6 is a copy of (a) the audited combined statement of net operating capital of the Business at December 31, 2005 (the “Audited Net Operating Capital Statement”) and (b) the audited combined statement of earnings before interest and tax for the year ended December 31, 2005 (the “Audited EBIT Statement” and, together with the Audited Net Operating Capital Statement, the “Audited Financial Statements”).
If FEI's accountants do not agree with KPMG's calculation then FEI shall inform PIE in writing ("FEI's Objection") setting forth a description in reasonable detail of the basis for such disagreement and the adjustments FEI believes should be made to the Net Operating Capital, on or before the last day of such 30-day period.
For the avoidance of doubt, any adjustment to an unadjusted Purchase Price pursuant to Section 2.5(a)(iii) arising from the amount of Net Operating Capital on the Closing Date shall not require or result in any change in a Project Purchase Price allocation.
PIE shall then have 30 days to review and respond to FEI's Objection and PIE shall not be limited to addressing FEI's Objection, but shall have the right to raise any aspects of the Net Operating Capital calculation that PIE believes are relevant to understanding such calculation.
As promptly as practicable but no later than 30 days after the Closing Date, Loewen shall cause to ▇▇ ▇▇▇pared a balance sheet for the Subsidiaries as of the Closing Date which shall be used as the basis for calculating Net Operating Capital as of the Closing Date.
The portion of the Net Operating Capital, if any, as to which the parties are unable to agree upon after thirty (30) days shall be referred for resolution to a nationally recognized accounting firm, mutually and reasonably acceptable to both parties.
Notwithstanding the foregoing, in the event that the calculation of Net Operating Capital has been audited by the Buyer’s auditors (which audit shall be in accordance with GAAP), such calculation shall be binding on all parties for purposes of this Agreement.
Non-U.S. Assets and Non-U.S. Liabilities held by Seller and the Local Sellers for the benefit of Purchaser pursuant to this Section shall be included in the Final Statement of Net Operating Capital.
The aggregate amount of all Losses for which ▇▇▇▇▇▇▇ shall be liable pursuant to Section 7.04 shall not exceed 10% of the aggregate amounts received by ▇▇▇▇▇▇▇ under this Agreement attributable to the Group Companies other than WEC, other than pursuant to Section 2.07 (Net Operating Capital).
For purposes of the calculations in this Section 2.4(b), each item comprising Net Operating Capital shall be determined using the same methodology as was used to determine such item on the Interim Financial Statements.

More Definitions of Net Operating Capital

Net Operating Capital means current assets plus long term accounts receivable less current accounts payable and current accrued liabilities (but excluding current portion of long-term debt and taxes payable). As promptly as practicable but no later than 30 days after the Closing Date, Loewen shall cause to ▇▇ ▇▇▇pared a balance sheet for the Subsidiaries as of the Closing Date which shall be used as the basis for calculating Net Operating Capital as of the Closing Date. Loewen shall deliver s▇▇▇ ▇▇lance sheet and Net Operating Capital calculation to BCP and Holdings, together with a certificate of the Chief Financial Officer of LGII to the effect that, to the best of their knowledge after due inquiry, such balance sheet and calculation are true and correct and have been prepared in a manner consistent with the Audited Financials. As promptly as practicable but no later than 30 days after the Closing Date, LGII shall pay to Holdings the amount, if any, by which aggregate Net Operating Capital for all of the Subsidiaries on the Closing Date is less than $2.1 million. In the event of a disagreement concerning the Net Operating Capital, each party shall make available to the other such books and records as are relevant to such disagreement and are in the possession of such party, and the parties shall work together in good faith to resolve such disagreement. The portion of the Net Operating Capital, if any, as to which the parties are unable to agree upon after thirty (30) days shall be referred for resolution to a nationally recognized accounting firm, mutually and reasonably acceptable to both parties. The determination of such third party, whose costs and expenses shall be borne equally by the parties, shall be final and determinative. Upon such determination, Loewen shall make any ▇▇▇▇▇▇onal payment required to be made within two (2) days of such determination.

Net Operating Capital means cash and cash equivalents, plus current accounts receivable of such Controlled Acquired Company from Persons other than EME or a Wholly-Owned Subsidiary thereof, minus current accounts payable and current accrued liabilities of such Controlled Acquired Company to Persons other than EME or a Wholly-Owned Subsidiary thereof (provided that, for the avoidance of doubt, “current accrued liabilities” shall include unpaid interest and preferred dividends accrued on the Pacific Holdings Leverage Amount to the Project Closing as if the Project Closing Date was the date of payment of such amounts), but excluding from any such current accounts receivable or payable or accrued liabilities, Taxes (which are governed by Article VII and Section 11.5); provided, however, “Net Operating Capital” does not include any assets and liabilities from price risk management activities determined in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivatives Instruments and Hedging Activities” and shall be based solely upon the internal records of, and the valuation and accounting methods customarily used by, the Sellers, absent manifest error, it being understood that under no circumstances shall an audit be required as between the Sellers and the Purchaser Parties. In no event will any adjustment for Net Operating Capital reflect any economic value of the Contact Shares, but will reflect only the economic value of the cash, cash equivalents, current accounts receivable and payable, and current liabilities of the Controlled Acquired Companies.

Net Operating Capital means as of any date, the difference between (a) the sum of (i) Total Receivables (comprised of short term and long term Customers Accounts Receivables, less the Allowance for Sales Cancellations, Allowance for Doubtful Accounts and Endowment Care Charges, plus Due from Endowment Care Fund and Other Receivables but excluding any Accounts Receivable from (A) Roses, Inc. or any of its Affiliates, (B) any affiliates of the Seller, (C) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, and (D) the International Buddhist Protective Society) and (ii) Inventories - Interment, Funeral and Other and (b) the sum of (x) Accounts Payable, (y) Accrued Expenses but excluding any deferred income from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and any accrual for income taxes, and (z) Due to Endowment Care Fund, as reflected on the balance sheet of Seller.

Net Operating Capital means Current Assets minus Current Liabilities; provided, however, that if Current Assets minus Current Liabilities as reflected on the Final Balance Sheet is at least $900,000, then Net Operating Capital shall be deemed to be $1,000,000.