Working Capital Value definition

Working Capital Value means the aggregate of the working capital of the Astra Tech Group at the Effective Time as defined in schedule 5 and as set out in the Working Capital Statement.

Working Capital Value means the sum of certain current assets less the sum of certain current liabilities of the Company as of the Closing, computed in a manner consistent with the 1997 Balance Sheet and the principles contained on Annex B to the Stock Purchase and Sale Agreement (which principles shall take precedence over any other principles employed in the 1997 Balance Sheet.)

Working Capital Value shall be determined in accordance with the principles employed in the preparation of the Reference Purchase Price Statement and shall mean the consolidated Current Assets less the consolidated Current Liabilities of MTC and its Subsidiaries, and shall exclude any refund of Taxes or any Net Income Tax Liabilities (but shall not exclude any deferred Tax assets or liabilities whether short or long-term) and shall exclude accrued and unpaid dividends on the MTC Preferred Stock, if any. The Reference Purchase Price Statement contains a calculation of Working Capital Value as of December 31, 2005. Any amounts which are to be included in any calculation of Working Capital Value which are expressed in a currency other than U.S. dollars shall be converted into U.S. dollars at the Exchange Rate as published on the Closing Date or, if such calculation must be made prior to the Closing Date, on the date closest in time to the Closing Date that allows for such calculation to be made in a timely manner, provided however that any such calculation made for purposes of the Working Capital Value as of December 31, 2005 contained in the Reference Purchase Price Statement shall use the Exchange Rate as published on December 31, 2005.

Examples of Working Capital Value in a sentence

• If Parent agrees with the Estimated Closing Date Indebtedness and Estimated Working Capital Value, each as set forth on the Estimate, then such amounts shall be used for the purposes of determining the Closing Date Equity Payment.

• The Preliminary Statement shall include Buyer’s calculation of Closing Working Capital Value.

• If the Parent shall disagree, in good faith, with any item set forth in the Estimate, and notifies Holdings in writing of such disagreement prior to the Closing, then Parent and Holdings shall each work, in good faith, to reach agreement on such items and the amounts as agreed to by Parent and Holdings shall be deemed the Estimated Closing Date Indebtedness and Estimated Working Capital Value for all purposes under this Agreement.

• A statement setting forth the accounts constituting Target Net Working Capital Value and a description of the method used to calculate Target Net Working Capital Value is attached hereto as Exhibit B.

• Not later than seventy-five (75) days after the Closing Date, Buyer shall deliver to Seller a statement of the Closing Working Capital Value (the “Preliminary Statement”).

More Definitions of Working Capital Value

Working Capital Value means the aggregate amount of current assets less the aggregate of amount of current liabilities of the Group Companies (excluding, for the avoidance of doubt, the Cash Balances (if any), Debt (if any)) of the Group at the Effective Time on the date of Completion, subject to the requirements set out in Part B of Schedule 9 (Completion Accounts).

Working Capital Value means the aggregate value of the Working Capital as at the Effective Time as set out in the Working Capital Statement.

Working Capital Value means the value of the Inventory, calculated in accordance with Section 2.5(b), plus the value of the accounts receivable of the Business as of the Closing Date, minus the accounts payable of the Business as of the Closing Date.

Working Capital Value is defined in Section 3.1.

Working Capital Value means the book value of premium trust cash and premium trust cash equivalents, Accounts Receivable, Prepaid Items and Refund Items comprising a part of the Purchased Assets, net of the book value of Accounts Payable, premiums due liability, and local and state income taxes payable comprising a part of the Assumed Liabilities, all values reconciled to net income as determined in accordance with GAAP, consistently applied.

Working Capital Value means the sum of the following Total Asset Balances less the sum of the following Total Liability Balances, as determined from the

Working Capital Value. Section 2.03(a) "Year 2000 Compliant" - Section 3.19(b) "338 Election" - Section 2.04 Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number. [*** The next page is the signature page. ***]