U.K. Net Working Capital definition

U.K. Net Working Capital means, as of the Adjustment Time, the (i) the sum of the amount of accounts receivable, prepaid expenses and other current assets, excluding inventory, cash and cash equivalents, of Clorox U.K, net of any applicable allowances or reserves, less (ii) sum of the amount of all accounts payable, accrued expenses, accrued wages, accrued vacation and other current liabilities of Clorox U.K., calculated in each case using only those line items set forth on the example statement of U.K. Net Working Capital attached hereto as Exhibit F and prepared on a consolidated basis for the Business in accordance with GAAP and using the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the June 30, 2010 Balance Sheet; provided, that U.K. Net Working Capital shall not include any Liabilities to or in respect of UK Transferred Out Employees, deferred Tax assets or any Tax Liabilities, whether deferred or otherwise, or any Retained Assets or Retained Liabilities. For the avoidance of doubt, retention payments to the Transferring Employees in accordance with Section 5.10(j) will not be included in U.K. Net Working Capital.
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Examples of U.K. Net Working Capital in a sentence

  • No later than three (3) Business Days prior to the Closing, Clorox Parent shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth its good faith estimates of Closing Indebtedness, U.K. Net Working Capital and the Value of the Final Inventory, together with a calculation of the Purchase Price (the “Estimated Purchase Price”) based on such estimates (exclusive of VAT).

  • As soon as reasonably practicable, but no later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Clorox Parent a statement (the “Closing Statement”) setting forth Purchaser’s good faith determination of the actual amounts of Closing Indebtedness, U.K. Net Working Capital and the Value of the Final Inventory, together with a calculation of the Purchase Price based thereon.

Related to U.K. Net Working Capital

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

  • Target Net Working Capital means $0.

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

  • Target Working Capital means $0.

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

  • Working Capital means, on any date, Current Assets less Current Liabilities.

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

  • 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).

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • 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.

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

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

  • 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.

  • 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 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.

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

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

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

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

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Target Working Capital Amount means Nineteen Million Dollars ($19,000,000).

  • Net Working Capital Target means $0.00.

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

  • 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.

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