Actual Working Capital definition

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

Actual Working Capital shall have the meaning given to such term in Section 2.2.3.2.

Actual Working Capital means Working Capital of the Company as set forth on the Final Statement.

Examples of Actual Working Capital in a sentence

• For purposes of determining the Actual Working Capital, the Final Working Capital Statement, the Estimated Working Capital and the Estimated Closing Statement, working capital shall be calculated as follows: the then current assets of Seller that constitute Assets as of the Closing Date, less the then current liabilities of Seller that constitute Assumed Liabilities as of the Closing Date, in each case prepared and calculated on a basis consistent with and using the Accounting Principles.

• If the Final Working Capital Statement reflects an actual working capital as of the Closing Date, as finally determined pursuant to this Section 4.1(c) (the "Actual Working Capital") which is less than the Estimated Working Capital, then NexCoil shall cause Seller to, and Seller shall, pay the amount of such deficiency to Purchaser by wire transfer of immediately available funds to such bank account as Purchaser may designate.

• If the Actual Working Capital is greater than the Estimated Working Capital, then Purchaser shall pay to Seller the amount, if any, of such excess, such payment to be made by wire transfer of immediately available funds to such bank account as Seller may designate.

• The resolution of the dispute and the calculation of the Actual Working Capital or Actual Net Indebtedness shall be final and binding upon each party hereto absent manifest error by the Working Capital Arbiter.

• The Closing Financial Statements shall be prepared in conformity with GAAP; provided, however, that the calculation of the Actual Working Capital Amount shall be subject to the principles, methodologies, practices and adjustments reflected in Schedule 1.1. After the Closing Date, Sellers and the Company’s Representatives shall be permitted reasonable access to review the books, records and work papers of the Company to facilitate the review of the Closing Financial Statements.

More Definitions of Actual Working Capital

Actual Working Capital shall be an amount equal to the actual working capital of the Acquired Companies as set forth in cell “C11” in the Purchase Price Calculation tab of the Portfolio Project Model after the Project Models have been re-run following the input of changes in the Working Capital Inputs made by the representatives of the Parties pursuant to subparagraph 3(f) of Part III of this Acquired Companies Annex.

Actual Working Capital means Working Capital as of the Closing Date.

Actual Working Capital will have the meaning set forth in Section 1.4(b)(v).

Actual Working Capital has the meaning set forth in Section 3.5(h).

Actual Working Capital means the adjusted working capital of the Companies as shown in the Working Capital Statement as agreed or determined pursuant to Schedule 8;

Actual Working Capital means the sum of all current assets of Company and the Subsidiaries that constitute Broadcasting Assets minus the sum of all current liabilities of Company and the Subsidiaries that constitute Assumed Liabilities, in each case as of the Closing Date, as calculated in accordance with the following provisions and, except to the extent that the following provisions deviate therefrom, with GAAP. The determination of current assets and current liabilities for purposes hereof shall take into account the elapsed time or consumption of an asset during the relevant time period prior to or after Closing. Current assets and current liabilities shall only include those assets that constitute Broadcasting Assets and liabilities that constitute Assumed Liabilities, in each case that relate to the period prior to the Closing and shall be prorated accordingly. Current assets shall exclude (a) all Cash, (b) the Receivables (subject to the following sentence), and (c) any Retained Assets. Notwithstanding the foregoing, to the extent that the Net Receivables (as determined in accordance with Section 2.5) exceed $1,650,000, any such excess amount up to a maximum amount equal to the amount of the Accounts Payable shall be deemed to be a current asset for purposes of determining Actual Working Capital. Current liabilities shall include without limitation (x) all Accounts Payable, except as set forth in clause (iii) of the following sentence, and (y) any payments that contractually have been deferred to the extent Company and/or the Subsidiaries have already received the benefit of the asset to which they relate prior to the Closing. Current liabilities shall not include, and there shall be no proration of (i) any Taxes arising by reason of the transfer of the Broadcasting Assets as contemplated hereby, which shall be paid as set forth in Section 2.7 or Article 12, or any Taxes based on income of Company, the Subsidiaries, Seller or any of their respective affiliates, (ii) the obligations of Company and/or the Subsidiaries under the Contracts, Leases and Financing Leases (and any Financing Leases entered into by Company or any of the Subsidiaries between the date hereof and the Closing Date in accordance with this Agreement) arising from and accruing with respect to the operation of the Station after the Closing Date, and (iii) all accrued and unused employee sick leave and accrued and unused employee vacation time. There shall be an adjustment for any difference between the val...

Actual Working Capital means the aggregate Working Capital as determined by and specified in the Completion Accounts;