US Net Working Capital definition

US Net Working Capital means the Current Assets of Wxxxx US minus the Current Liabilities of Wxxxx US which shall be calculated in accordance with the Accounting Principles. Purchase Agreement
Sample 1
US Net Working Capital means, without duplication, the amount equal to (a) the sum of (i) the U.S. Cash and (ii) the current accounts receivable of the U.S. Companies, minus (b) the sum of (i) any Indebtedness of the U.S. Companies, which is not paid at or prior to the Closing, as of the close of business on the Closing Date and (ii) the current liabilities of the U.S. Companies, determined, in each case, in accordance with U.S. GAAP and calculated, in each case, in accordance with the sample calculation set forth on Annex G hereto; provided, that notwithstanding anything to the contrary herein, (x) U.S. Net Working Capital shall not include any income Tax liabilities or income Tax assets, or any amounts included in Minimum Net Capital Amount or Transaction Expenses and (y) for the avoidance of doubt, no amounts included in the calculation of Euro Net Working Capital (including with respect to Quarton Association) shall be included in the calculation of U.S. Net Working Capital in a manner that would result in double counting;
Sample 1
US Net Working Capital means, without duplication, the amount equal to (a) the sum of (i) the U.S. Cash and (ii) the current accounts receivable of the U.S. Companies, minus (b) the sum of (i) any Indebtedness of the U.S. Companies, which is not paid at or prior to the Closing, as of the close of business on the Closing Date and (ii) the current liabilities of the U.S. Companies, determined, in each case, in accordance with U.S. GAAP and calculated, in each case, in accordance with the sample calculation set forth on Annex G hereto; provided, that notwithstanding anything to the contrary herein, (x) U.S. Net Working Capital shall not include any income Tax liabilities or income Tax assets, or any amounts included in Minimum Net Capital Amount or Transaction Expenses and (y) for the avoidance of doubt, no amounts included in the calculation of Euro Net Working Capital (including with respect to Xxxxxxx Association) shall be included in the calculation of U.S. Net Working Capital in a manner that would result in double counting;
Sample 1

Examples of US Net Working Capital in a sentence

  • If the Seller Representatives take exception to any items in the computation of the U.S. Net Working Capital, the Euro Net Working Capital or the Transaction Expenses shown or reflected in the Closing Balance Sheet Statement, the Seller Representatives shall, not later than forty-five (45) calendar days after receipt of the Closing Balance Sheet Statement, render a report thereon (the “Closing Balance Sheet Report”).

  • The Final US Net Working Capital and the Final Canadian Net Working Capital as set forth on the Closing Statement shall be calculated in accordance with the Accounting Principles.

  • For purposes of determining the amount of any Losses subject to indemnification under this Section 12, the amount of such Losses will be determined net of all related reserves properly accrued and directly related to the specific matter subject to indemnification on the Closing Balance Sheets to the extent that such reserves are reflected in the Euro Net Working Capital or the U.S. Net Working Capital, as applicable.

  • Based on the final determination of the Final US Net Working Capital, the parties shall calculate the "US Post Closing Adjustment Amount", which shall equal the Estimated US Net Working Capital less the Final US Net Working Capital.

  • Based on the final determination of the Final US Net Working Capital, the parties shall calculate the “US Post Closing Adjustment Amount”, which shall equal the Estimated US Net Working Capital less the Final US Net Working Capital.

  • US Net Working Capital ......................................................................Tab 13 Schedule 8.06.

  • For purposes of this Agreement, the “Final US Purchase Price” means the amount equal to (i) Base US Purchase Price, plus (ii) Final Closing US Cash, minus (iii) Final Closing US Indebtedness, plus (iv) the amount, if any, by which Final Closing US Net Working Capital exceeds Target US Net Working Capital, minus (v) the amount, if any, by which Target US Net Working Capital exceeds Final Closing US Net Working Capital, minus (vi) Final US Transaction Expenses.

  • Januar / 25 January 2016 LIST OF DEFINITIONS Adjusted US Net Working Capital shall have the meaning as defined in Section 7.2.4. Affiliate shall mean any affiliate in the meaning of sections 15 et.


More Definitions of US Net Working Capital

US Net Working Capital shall be the balance of all of the following assets and liabilities of MP USA, as shown in the Final US Financial Statements (as defined in Section 7.6.5):
Sample 1
US Net Working Capital means the amount computed in accordance with the illustration set forth on Schedule 4.02(b) hereto.
Sample 1
US Net Working Capital means with respect to the US Corporations and as of any date of determination, the sum of the Current US Assets as of such date, minus the sum of the Current US Liabilities as of such date. For clarity, an example of the calculation of US Net Working Capital as at December 31, 2015 is attached in Schedule 1.1.
Sample 1
US Net Working Capital means: the US Net Working Capital as defined in Schedule 5.2( a); means: the US Net Working Capital as of the 31st of
Sample 1

Related to US Net Working Capital

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

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

  • Target Net Working Capital means $0.

  • Target Working Capital means $0.

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

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

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

  • 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).

  • 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).

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

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

  • 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.

  • 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).

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

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

  • Net Working Capital Target means $0.00.

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

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

  • 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).

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