Net Working Capital Amount definition

Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

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Net Working Capital Amount means the Net Working Capital of the Company Entities as of the close of business on the date immediately preceding the Closing Date.

Net Working Capital Amount means an amount equal to the product of (a) (i) the Net Book Value of the current assets of the Business listed on Section B-2 of the Disclosure Schedule, including all cash located in the Subject Equipment as reflected in the full service change fund, less (ii) the Net Book Value of the current liabilities of the Business listed on Section B-2 of the Disclosure Schedule, in each case, as of the Closing Date and determined in accordance with the guidelines set forth on Section B-1 of the Disclosure Schedule and in accordance with the Closing Financial Information and the Agreed Financial Methodology, multiplied by (b) the Volume Percentage.

Examples of Net Working Capital Amount in a sentence

The Estimated Cash Amount, Estimated Indebtedness Amount, Estimated Transaction Expenses and Estimated Net Working Capital Amount in the Preliminary Closing Statement shall be prepared and calculated in accordance with the definitions of the applicable terms set forth in this Agreement, including the Accounting Principles as applicable.
For example, if Seller challenges the calculation of the Net Working Capital Amount by an amount of $100,000, but the Valuation Firm determines that Seller has a valid claim for only $40,000, then Purchaser shall bear 40% of the fees, costs and expenses of the Valuation Firm and Seller shall bear the other 60% of such fees, costs and expenses.
The Cash Amount, Indebtedness Amount, Transaction Expenses and Net Working Capital Amount in the Proposed Closing Statement shall be prepared and calculated in accordance with the definitions of the applicable terms set forth in this Agreement, including the Accounting Principles as applicable.
Notwithstanding anything to the contrary in this Article IX, the Parties agree that no amount shall be due under this Article IX to the extent that it duplicates another amount already paid or accounted for under this Article IX or in the calculation of the final Cash Amount, Indebtedness Amount, Net Working Capital Amount or Transaction Expenses pursuant to Section 2.2.
The Objections Statement shall only include disagreements based on mathematical errors or based on the Cash Amount, Indebtedness Amount, Transaction Expenses and Net Working Capital Amount not being calculated in accordance with the definitions of the applicable terms set forth in this Agreement, including the Accounting Principles as applicable.

More Definitions of Net Working Capital Amount

Net Working Capital Amount shall have the meaning set forth in Section 2.3(c).

Net Working Capital Amount means any or all (as the context so requires) of Closing Net Working Capital, Estimated Net Working Capital, Final Net Working Capital and Net Working Capital.

Net Working Capital Amount as of a particular date shall mean (a) the current assets of TPC as of such date minus (b) the current liabilities of TPC as of such date, with both current assets and current liabilities determined in accordance with GAAP, applied in a manner consistent with the preparation of the Pro Forma Adjusted Balance Sheet (subject to the exceptions from GAAP relating to the adjustments reflected on the Pro Forma Adjusted Balance Sheet).

Net Working Capital Amount means an amount equal to the remainder of Current Assets, minus Current Liabilities.

Net Working Capital Amount means the Net Working Capital of the Company and its Subsidiaries as of 11:59 p.m. (New York City time) on the day immediately preceding the Closing Date.

Net Working Capital Amount means (i) the consolidated current assets of the Companies, minus (ii) the consolidated current liabilities of the Companies, all as reflected on a balance sheet of the Companies prepared as of the Closing, determined in conformity with GAAP, provided, however, that (A) “current assets” shall be deemed to include (x) the proceeds from option or warrant exercises effected prior to the Closing Date and (y) loads delivered but not invoiced; (B) “current assets” shall not include accounts receivable from any customer where there are receivables in excess of 120 days beyond the invoice due date (“Delinquent AR”), or any inter-company receivables or receivables from the Sellers or Affiliates of the Sellers, or amounts owed by Sellers or their Affiliates (including Bedrock) on account of loans to Sellers or such Affiliates; (C) “current liabilities” shall be deemed to include (x) the aggregate amount of all change of control payments to Employees and other Employee benefits, severance or Tax gross up obligations triggered by the Acquisition, including the Companies’ employer’s share of any payroll, social security unemployment or similar Taxes attributable thereto; (y) all transaction expenses of the Companies in connection with this Agreement, except for the Companies’ broker, legal and accounting fees and expenses, which are for the account of Sellers and will be paid by Sellers at the Closing pursuant to Section 2.4(b)(ii) and (z) loads delivered not settled for the year 2015 and 2016; (D) “current liabilities” shall not include loads delivered not settled for any year prior to 2015; and (E) the GAAP financial statements shall be adjusted as set forth on Exhibit 1.1 hereto, to reflect mutually-agreed deviations from GAAP for historical accounting practices of the Companies.

Net Working Capital Amount means the Net Working Capital of the Company as of the close of business on the Closing Date.