Reference Adjusted Working Capital definition

Reference Adjusted Working Capital means an amount equal to (a) the PI Reference Adjusted Working Capital, plus (b) the DI Reference Adjusted Working Capital.
Reference Adjusted Working Capital means an amount equal to (a) the PI Reference Adjusted Working Capital, plus (b) the DI Reference Adjusted Working Capital. “Rejected Agreement” means any Scheduled Patent License Agreement that is rejected by Seller pursuant to the Bankruptcy Code.

Examples of Reference Adjusted Working Capital in a sentence

  • In determining the proper amount of the Closing Adjusted Working Capital and/or the Reference Adjusted Working Capital, as applicable, the Accounting Arbiter shall be bound by the terms of this Section 2.6 and may not increase the amount of any item in dispute above the highest amount set forth in the Arbiter Statement nor decrease any such amount below the lowest amount set forth in the Arbiter Statement.

  • If Seller and Purchaser agree in writing on the Closing Adjusted Working Capital and the Reference Adjusted Working Capital (whether such amounts are the same as or different from the amounts set forth in the Working Capital Statement) during the Negotiation Period, the Closing Adjusted Working Capital and the Reference Adjusted Working Capital shall be the amounts agreed upon by the Parties.

  • In addition, Purchaser shall make its representatives responsible for and knowledgeable about the information used in, and the preparation and calculation of, the Working Capital Statement, reasonably available to answer questions with respect to the contents of the Working Capital Statement and Seller’s calculation of Closing Adjusted Working Capital and Reference Adjusted Working Capital.

  • The Accounting Arbiter shall send its written determination of the Closing Adjusted Working Capital and/or the Reference Adjusted Working Capital, as applicable, to Seller and Purchaser, and such determination and calculation shall be final and binding on the Parties, absent fraud or manifest error.

  • If Seller does not deliver an Objection Notice to Purchaser within the Objection Period, Seller shall not be entitled to dispute the calculation of Closing Adjusted Working Capital or the Reference Adjusted Working Capital set forth in the Working Capital Statement, which shall be final and binding on each of the Parties.

  • The Objection Notice shall contain a reasonably detailed description of any changes that Seller proposes to be made to the calculation of the Closing Adjusted Working Capital or the Reference Adjusted Working Capital set forth in the Working Capital Statement.

  • No later than 90 days after the Closing Date, Purchaser shall prepare in good faith and deliver to Seller a statement (the “Working Capital Statement”) in the form of the Form of Working Capital Statement that sets forth Purchaser’s calculation of Closing Adjusted Working Capital and Reference Adjusted Working Capital, prepared in accordance with the Working Capital Principles.

  • Any member of a committee may put a question that is relevant to the business of that committee and not arising from any agenda item to the Convener (or to the Head of Strategy & Customer Services for an explanation on a point of law or procedure), as long as the member has given the question in writing to the Head of Service no later than 12 noon seven working days before the date of the meeting.

  • The member hasequivalent rights with respect to surrogates and any compensation paid by insurers, carriers, or others.

  • Seller shall be entitled to dispute the calculation of the Closing Adjusted Working Capital or the Reference Adjusted Working Capital set forth in the Working Capital Statement if it delivers a written notice (an “ Objection Notice”) to Purchaser within 60 days after delivery of the Working Capital Statement (the “Objection Period”).

Related to Reference Adjusted Working Capital

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Consolidated Working Capital at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

  • Net Working Capital Target means $0.00.

  • Working Capital Adjustment has the meaning set forth in Section 2.15(b).

  • Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).

  • Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Working Capital Target means $0.

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • Target Net Working Capital means $0.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Target Net Working Capital Amount means $5,000,000.

  • Base Working Capital means negative USD$250,000 in aggregate for the Target Entities.

  • 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.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Final Working Capital has the meaning set forth in Section 2.4(b)(iii).

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.