Working Capital Assets definition

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

Working Capital Assets means the current assets of the Company as of the Effective Time (including cash and Cash Equivalents), each determined in accordance with GAAP or the methodologies set forth on Schedule WC, but excluding any unrealized Company Hxxxxx, any Income Tax assets and any deferred Tax assets.

Working Capital Assets shall have the meaning specified in Section 2.3.

Examples of Working Capital Assets in a sentence

• With respect to the collateral currently securing the Senior Bank Facility (the "Working Capital Assets"), the security interest will be a second lien; with respect to all other property, assets and undertakings of the Credit Parties (the "Fixed Assets"), the security interest will be a first lien.

• The execution and delivery of this Agreement by Magellan and the Magellan Subsidiaries, the performance by Magellan and the Magellan Subsidiaries of all obligations under this Agreement and the sale and delivery of the Contributed Assets, the Purchased Assets and the Working Capital Assets have been duly authorized by all necessary corporate action on the part of Magellan and the Magellan Subsidiaries.

• The net book value of the Working Capital Assets shall be calculated from the books and records of Magellan, in accordance with past practice.

• Magellan agrees and covenants that, between the date hereof and the Closing Date, there will be no material change in the type of Working Capital Assets or type or amount of Contributed Assets or Purchased Assets.

• On the Closing Date, OpCo shall pay to Magellan or its designated subsidiary cash equal to $5.0 million, with payment for the Working Capital Assets to be made within two business days of the Closing Date from the proceeds of the financing contemplated by Section 7.4.

More Definitions of Working Capital Assets

Working Capital Assets means the current assets of the Seller determined in accordance with GAAP applied on a consistent basis and in a manner consistent with the calculation of Current Assets set forth on Schedule II hereto and subject to the principles, if any, set forth on Schedule II hereto.

Working Capital Assets means the assets of any Obligor available for day-to-day operations, including cash, inventory and accounts receivable, which can be liquidated into cash or be used within one year.

Working Capital Assets means, without duplication, the sum of the Purchased Assets line items listed on Annex A as being included in “Working Capital Assets” as of 12:01A.M. Eastern time on the Closing Date, that shall be the exclusive asset accounts used for purposes of determining Closing Date Working Capital, with the values of such accounts determined in accordance with GAAP. To the extent there is any conflict between the foregoing definition of Working Capital Assets and Annex A, Annex A shall control.

Working Capital Assets means, without duplication, (i) the consolidated assets of the Acquired Companies (including Tax assets, but excluding deferred Tax assets) and (ii) the assets of the Retained Companies set forth on Annex I to Exhibit A hereto, in each case calculated in accordance with the Accounting Principles and the sample calculation attached hereto as Exhibit A.

Working Capital Assets means the current assets of the Company as adjusted and set forth in the Net Working Capital Schedule, as of the opening of business on the Closing Date, determined in accordance with the Company’s past practices. For the avoidance of doubt, “Working Capital Assets” shall not include the book value of the Distributed Assets, calculated in accordance with GAAP.

Working Capital Assets means all cash or other liquid assets of the Retrocessionaire (excluding amounts due to it from the Retrocedant pursuant to Clause 3);

Working Capital Assets means the current assets of the members of the Samedan Group as of the Effective Time (including all Cash and Cash Equivalents), each determined in accordance with Accounting Principles but excluding any Income Tax assets.