Normal Working Capital definition

Normal Working Capital means Current Assets recognized and Current Liabilities incurred by the Company (without regard to the impact of any such Current Assets and Current Liabilities would have on the calculation of the Working Capital Adjustment) operating in the ordinary course of business, consistent with its past practices and that are (1) reflective of normal, contractual payment terms and (2) measured based on the application of generally accepted accounting principles and accounting practices as employed in the preparation of the Financial Statements. For the purpose of this Section, Current Assets means accounts receivable, prepaid expenses and other current assets (but not cash or deferred tax assets) and Current Liabilities means accounts payable and accrued liabilities.

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Normal Working Capital means the average monthly Working Capital for the 12 calendar months preceding and ending on the Closing Date, if the Closing Date is the last day of the month, and if the Closing Date is other than the last day of the month, ending on the last day of the calendar month preceding the Closing Date, calculated in the manner as shown on Schedule A;

Normal Working Capital has the meaning set forth in SECTION 2.3(A).

Examples of Normal Working Capital in a sentence

• The Parties agree that all of the items set forth on Schedule 2.1(b)-4 are not included in the calculation of Normal Working Capital but will be conveyed to Buyer.

• The Parties agree that Sellers will receive a credit for the items set forth on Schedule 2.1(b)-4 in connection with the determination of the Closing Statement and calculation of the Closing Working Capital and the Final Adjustment Amount by virtue of its treatment in Normal Working Capital.

• The Parties agree that all of the items set forth on Schedule 2.1(b)-3 are included in the calculation of Normal Working Capital but that the items set forth on Schedule 2.1(b)-2 will not be conveyed to Buyer.

• For avoidance of doubt, the Inventory set forth in Schedule 2.1(b)-4, has been intentionally excluded from Normal Working Capital; the Parties agree that such Inventory will be included in the Inventory included in the determination of the Closing Statement and the calculation of Closing Working Capital and will not be considered an omission within the meaning of this Section 4.3(f)(ii).

• The Parties agree that the Normal Working Capital was calculated as set forth on Schedule 4.3(b).

• For purposes of this Agreement, Net Working Capital shall be determined in accordance with the accounting principles utilized in the preparation of the Interim Financial Statements (as defined below) (the "Interim Accounting Principles"), consistent with past practices (except as set forth on Exhibit B) and the Normal Working Capital.

• The Parties agree that Buyer will receive a credit for the items set forth on Schedule 2.1(b)-2 in connection with the determination of the Closing Statement and calculation of the Closing Working Capital and the Final Adjustment Amount by virtue of its treatment in Normal Working Capital.

More Definitions of Normal Working Capital

Normal Working Capital shall have the meaning set forth in Section 4.3(a)(ii).

Normal Working Capital means the negotiated and agreed amount of $83,384,000.

Normal Working Capital. £4,200,000 (four million two hundred thousand pounds sterling).