Working Capital Methodology means the calculation methodology (including measurement and valuation procedures) set forth on Schedule 2.1(e)(i) and the additional adjustment to be made with regard to emissions credits and allowances not otherwise included in the Base Price as set forth on Schedule 2.1(j) pursuant to which the aggregate value of the Working Capital is determined.SECTION 1.2 Certain Interpretations.
Examples of Working Capital Methodology in a sentence
The Closing Statement shall be prepared in a manner consistent with the Specified Accounting Principles and, in the case of Working Capital, the Working Capital Methodology.
The Net Working Capital as of the Closing Date shall be prepared using the same methodology, assumptions, adjustments, estimates and accounting policies and principles that were used to calculate the Net Working Capital as of June 30, 2010 (collectively, the Working Capital Methodology).
Adjusted Current Liabilities means the aggregate amount of the current liabilities of the Company shown on the Closing Date Balance Sheet as such current liabilities are calculated in accordance with the Working Capital Methodology, but excluding (a) any Indebtedness of the Company, (b) any of the Companys Transaction Expenses and (c) any Management Fees.
Current Liabilities means the aggregate amount of the current liabilities of the Company shown and its subsidiaries as of the Closing Date determined in accordance with GAAP and in a manner consistent with the Companys customary practices and consistent with the Working Capital Methodology.
Exhibits Schedule A - Working Capital Methodology Schedule B - Minimum Closing Cash Methodology Exhibit 1 - Form of Escrow Agreement Exhibit 2 - Form of Letter of Transmittal Exhibit 5.8(c) - Parachute Payment Waiver AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated October 14, 2011 by and among Steiner US Holdings, Inc.