Effective Date Working Capital definition

Effective Date Working Capital means the pro-forma consolidated amount of the line items set forth in Section 3 of Exhibit 6.2 under the heading “Effective Date Working Capital” of the Target Companies in Euro as per the Effective Date, as determined on the basis of the Final Effective Date Balance Sheet.

Effective Date Working Capital means the balance of the line item terms net inventory and trade accounts receivables less trade accounts payables as at the Effective Date (as determined in accordance with Article 3 below) and does not include, for the avoidance of doubt, any other working capital items (in particular other assets and other liabilities) or accruals for inventory received but not yet invoiced;

Effective Date Working Capital has the meaning set forth in Section 2.4(a).

Examples of Effective Date Working Capital in a sentence

• Upon delivery of such statements by Purchaser, Purchaser shall provide Seller and its representatives with reasonable access during business hours to the books and records of the Company in order to allow Seller and its representatives to verify the accuracy of determination by Purchaser of the Effective Date Working Capital.

• The Effective Date Working Capital shall be prepared in accordance with GAAP and in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Balance Sheet.

• For purposes of this Section 1.13, the calculations of Effective Date Net Worth and Effective Date Working Capital shall not include legal fees, brokerage fees, PSC expenses, environmental audit expenses, Xxxx-Xxxxx-Xxxxxx fees (if any), other expenses incurred by the Company in connection with the transactions contemplated hereby or any tollpool adjustments.

• If Buyer disputes or disagrees with the Effective Date Working Capital Statement, Buyer shall send Sellers a written statement within 10 business days of receipt of the Effective Date Working Capital Statement, setting forth in reasonable detail, the items and basis for such disagreement.

• If Buyer does timely dispute such Effective Date Working Capital Statement and Sellers and Buyer cannot resolve such dispute within 10 business days after receipt of Buyer's statement of dispute, then such dispute shall be submitted to a mutually agreeable, independent, nationally recognized certified public accounting firm.

More Definitions of Effective Date Working Capital

Effective Date Working Capital means the balance of the line items inventories (Vorräte) plus trade receivables (Forderungen aus Lieferungen und Leistungen) less trade payables (Verbindlichkeiten aus Lieferungen und Leistungen) (within the meaning of Section 266 (2) B I, B II 1, (3) C. 4 of the German Commercial Code (HGB), respectively), in each case including the respective balances on accounts of the RÜTGERS Group or any (direct or indirect) shareholder of RÜTGERS or any entity affiliated with it, accruals for outstanding invoices, notes and bills of exchange payable (account “Notes payable/Schuldwechsel”), in each case as specified for illustration purposes in Exhibit 2.1 (3). Effective Date Cash, Effective Date Financial Debt and Effective Date Working Capital shall be the relevant amounts as shown in, or derived from, the Effective Date Financial Statements and the Effective Date Certificate, prepared in accordance with Section 3. For the avoidance of doubt, Effective Date Cash, Effective Date Financial Debt or Effective Date Working Capital shall not include any items which are included in any other of these positions. Items included in Effective Date Cash, Effective Date Financial Debt and Effective Date Working Capital of InfraTec Duisburg GmbH and, for purposes of Exhibit 2.1, the EBITDA of InfraTec Duisburg GmbH shall be taken into account in proportion to the shareholding owned by Bakelite in InfraTec Duisburg GmbH (70% of the share capital). For illustration purposes, a sample calculation of the Purchase Price based on the consolidated financial statements of the Bakelite Group as of June 30, 2004, is attached hereto as Exhibit 2.1 (4).

Effective Date Working Capital means the sum of:

Effective Date Working Capital means the amount, whether positive or negative, equal to the total of Anandia’s current assets less the total of its current liabilities as shown on the Effective Date Balance Sheet and, for these purposes, “current assets” and “current liabilities” shall consist of assets and liabilities so classified on the Effective Date Balance Sheet, excluding any current assets, current liabilities and cash payments related to expenditures for Anandia’s Comox site that are pre-approved by Aurora or are related to charges from Aurora affiliates, which includes any costs directed to be incurred by Aurora affiliates at Anandia’s Comox site, after taking into account any reasonable estimates required to determine amounts on the Effective Date that may differ from amounts on the date of preparation and after taking into account all proceeds that have been received in connection with the exercise of Anandia Options and Anandia Warrants pursuant to Conditional Exercise Notices and all payments to be made to Anandia Optionholders and Anandia Warrantholders pursuant to the Plan of Arrangement;

Effective Date Working Capital shall be equal to current assets minus current liabilities, each determined in accordance with GAAP and as reflected on the Effective Date Balance Sheet.

Effective Date Working Capital means the Working Capital as of the Effective Date.

Effective Date Working Capital means, the positive or negative amount obtained by subtracting (a) the sum of all accounts payable, accrued current liabilities, other current liabilities and other long term liabilities of the Company as of the end of business on the Report Date (but excluding certain Covered Liabilities as hereinafter provided), from (b) the sum of all cash, accounts receivable, inventories, prepaid expenses, other current assets and other long term assets of the Company as of the end of business on the Report Date; all as computed in accordance with GAAP, consistent with the Company's past practice, and calculated in a manner substantially consistent with the calculation of such items in the Balance Sheet. The types of assets and liabilities included in each of the aforesaid asset or liability categories (e.g., "other long term assets" and "other long term liabilities") shall be consistent with the general types of assets and liabilities included in the line item for such category in the Balance Sheet. For example, "other long term assets" will include inventories of supplies and materials, but will not include property, plant and equipment. In addition, deferred tax assets and deferred tax liabilities shall be excluded from the calculation of Effective Date Working Capital. Notwithstanding the foregoing, the Effective Date Working Capital and the determination thereof shall not include or take into account any Covered Liabilities attributable to (i) any Title Defect or any other title loss or defect with respect to the Assets, (ii) any Plugging and Abandonment Obligation, Environmental Condition, Environmental Claim, Environmental Liabilities, Environmental Defects or Environmental Matters, (iii) any loss, damage or destruction of or to the Assets by fire or other casualty, or (iv) any pending or threatened Actions.

Effective Date Working Capital shall be defined as shown in Exhibit 4.1(b)-3.