Aggregate Net Working Capital means (without duplication) the sum of the net working capital of HoldCo as determined in accordance with the methodology used in the preparation of Aggregate Target Net Working Capital set forth on Exhibit C, and otherwise in accordance with GAAP as of 12:01 A.M. (Eastern time) on the Closing Date. In the event the Closing does not occur on the last day of a month, then each item included as a proration item on Exhibit C and included in the calculation of Aggregate Net Working Capital shall be prorated to the extent applicable as of the Closing Date by multiplying the amount of each such item for the full calendar month by a fraction, the numerator of which is the number of days elapsed from and including the first day of the month in which the Closing Date occurs to but excluding the Closing Date, and the denominator of which is the total number of days in such month, provided that to the extent items may be determined on a daily basis, such amounts will be allocated on a daily basis.
Aggregate Net Working Capital means (without duplication) the sum of the net working capital of the Company as determined in accordance with the methodology used in the preparation of Aggregate Target Net Working Capital set forth on Exhibit C, and otherwise in accordance with GAAP as of 12:01 A.M. (Eastern time) on the Closing Date. In the event the Closing does not occur on the last day of a month, then each item included as a proration item on Exhibit C and included in the calculation of Aggregate Net Working Capital shall be prorated to the extent applicable as of the Closing Date by multiplying the amount of each such item for the full calendar month by a fraction, the numerator of which is the number of days elapsed from and including the first day of the month in which the Closing Date occurs to but excluding the Closing Date, and the denominator of which is the total number of days in such month, provided that to the extent items may be determined on a daily basis, such amounts will be allocated on a daily basis.
Aggregate Net Working Capital means (without duplication), except as otherwise provided in this Agreement, the sum of the Net Working Capital of the Companies, as determined in accordance with the methodology used in the preparation of the sample calculation of Aggregate Net Working Capital set forth on Schedule 1.1 (which sets forth a sample calculation as of December 31, 2007) and in accordance with GAAP as of 12:01 A.M. (Eastern time) on the Closing Date.
Examples of Aggregate Net Working Capital in a sentence
Any such net excess or deficit payment in respect of the Final Aggregate Net Working Capital Amount will be due and payable within fifteen (15) days after the Final Aggregate Net Working Capital Amount is finally determined as provided in this Section 2.04 and will be payable by wire transfer of immediately available funds to such account or accounts as shall be specified by Purchaser or Seller, as applicable.
Substantially all inventories of office supplies, clinical supplies and other supplies of each member of the Keys Group (collectively, “Inventory”), consist of a quality and quantity useable in the ordinary course of business of the applicable Facility, except to the extent of the reserves reflected in the Aggregate Net Working Capital as of the Closing.
If within thirty (30) days following delivery of such worksheet and supporting documentation, Seller does not object in writing thereto to Purchaser, then the Proposed Aggregate Net Working Capital Amount shall constitute the actual Aggregate Net Working Capital Amount as of the Closing Date for purposes of this Agreement (the “Final Aggregate Net Working Capital Amount”).
If within ten (10) days following delivery of such worksheet and supporting documentation, Purchaser does not object in writing thereto to Seller, then the Proposed Aggregate Net Working Capital Amount submitted by Seller pursuant to this Section 2.04(c) shall constitute the Final Aggregate Net Working Capital Amount.
If the Post-Closing Aggregate Net Working Capital Adjustment Amount is a negative amount, then Seller shall pay in cash to Purchaser the amount equal to the absolute value of the Post-Closing Aggregate Net Working Capital Adjustment Amount.
More Definitions of Aggregate Net Working Capital
Aggregate Net Working Capital means (without duplication) the sum of the net working capital of Laredo HoldCo or Tapestry HoldCo, as applicable, as determined in accordance with the methodology used in the preparation of Aggregate Target Net Working Capital set forth on Exhibit C, and otherwise in accordance with GAAP as of 12:01 A.M. (Eastern time) on the Closing Date. In the event the Closing does not occur on the last day of a month, then each item included as a proration item on Exhibit C and included in the calculation of Aggregate Net Working Capital shall be prorated to the extent applicable as of the Closing Date by multiplying the amount of each such item for the full calendar month by a fraction, the numerator of which is the number of days elapsed from and including the first day of the month in which the Closing Date occurs to but excluding the Closing Date, and the denominator of which is the total number of days in such month, provided that to the extent items may be determined on a daily basis, such amounts will be allocated on a daily basis.
Aggregate Net Working Capital means (without duplication) the sum of the net working capital of HoldCo as determined in accordance with the methodology used in the preparation of Aggregate Target Net Working Capital set forth on Exhibit C, and otherwise in accordance with GAAP as of 12:01 A.M. (Eastern time) on the Closing Date. In the event the Closing does not occur on the last day of a month, then each item included as a proration item on Exhibit C and included in the calculation of Aggregate Net Working Capital shall be prorated to the extent applicable as of the Closing Date by multiplying the amount of each such item for the full calendar month by a fraction, the numerator of which is the number of days elapsed from and including the first day of the month in which the Closing Date occurs to but excluding the Closing Date, and the denominator of which is the total number of days in such month, provided that Exhibit C Aggregate Target Net Working Capital Calculation Exhibit D Form of Officer’s Certificate of Seller Exhibit E Form of Secretary’s Certificate of Seller Exhibit F Form of Certificate of Non-Foreign Status of Seller Exhibit G Form of Officer’s Certificate of Purchaser Exhibit H Form of Secretary’s Certificate of Purchaser Exhibit I Seller Parent Guaranty Exhibit J Xxxxxxxxxx Act Cost Excess Letter SCHEDULES to the extent items may be determined on a daily basis, such amounts will be allocated on a daily basis.
Aggregate Net Working Capital means (without duplication) the sum of the net working capital of the Project Companies as determined in accordance with the methodology used in the preparation of the sample calculation of Aggregate Net Working Capital set forth on Schedule 1.1-A, and otherwise in accordance with GAAP as of 12:01 A.M. (Eastern time) on the Closing Date. In the event the Closing does not occur on the last day of a month, then each item included in the calculation of Aggregate Net Working Capital shall be prorated to the extent applicable as of the Closing Date by multiplying the amount of each such item for the full calendar month by a fraction, the numerator of which is the number of days elapsed from and including the first day of the month in which the Closing Date occurs to but excluding the Closing Date, and the denominator of which is the total number of days in such month, provided that to the extent items may be determined on a daily basis, such amounts will be allocated on a daily basis.
Aggregate Net Working Capital means the sum of the amount of Net Working Capital for each of the Sellers. “Net Working Capital” shall mean, with respect to each Seller, (i) the amount of the Inventory, Till Cash and Prepaid Expenses shown on the Closing Date Balance Sheet and included in the Purchased Assets, less (ii) the amount of the accounts payable, accrued expenses, accrued utilities, accrued rent payable, gift certificates and gift cards included in the Assumed Liabilities.
Aggregate Net Working Capital means (without duplication) the sum of the Net Working Capital of all of the Companies, as determined in accordance with the methodology used in the preparation of the sample calculation of Aggregate Net Working Capital set forth on Schedule 1.1-A, and otherwise inaccordance with GAAP as of 12:01 A.M. (Eastern time) on the Closing Date.
Aggregate Net Working Capital means (without duplication), except as otherwise provided in this Agreement, the sum of the Net Working Capital of the Companies, as determined in accordance with the methodology used in the preparation of the sample calculation of Aggregate Net Working Capital set forth on S chedule 1.1 (which sets forth a sample calculation as of December 31, 2007) and in accordance with GAAP as of 12:01 A.M. (Eastern time) on the Closing Date.
Aggregate Net Working Capital means the combined Net Working Capital of Concrete, its Subsidiaries and Geosolutions as of the close of business on the Business Day immediately prior to the Closing Date.