Preliminary Adjusted Working Capital means the Adjusted Working Capital as set forth in the Funds Flow Schedule delivered pursuant to Section 2.4(a) as of the Closing Date, calculated in accordance with Schedule C.

Preliminary Adjusted Working Capital means Adjusted Working Capital as of the last day of the most recent month prior to the Closing Date for which the accounting cycle for all of the Company Entities has been concluded and the general ledgers of all of the Company Entities have been closed not later than three (3) Business Days prior to the Closing Date.

Preliminary Adjusted Working Capital has the meaning set forth in Section 4.4(a).

Examples of Preliminary Adjusted Working Capital in a sentence

If the Adjusted Closing Working Capital (as adjusted, if necessary, to reflect the resolution of any disputed items pursuant to Section 9.1(c) is greater than the Preliminary Adjusted Working Capital Amount, then the Surviving Corporation shall pay the amount of the excess (the "Working Capital Surplus") to or for the benefit of the Stockholders, in accordance with the instructions of the Stockholder Representative.
Any excess of the Target Working Capital over the Preliminary Adjusted Working Capital Amount, is herein referred to as the "Preliminary Deficiency"; and any excess of the Preliminary Adjusted Working Capital Amount over the Target Working Capital is herein referred to as the "Preliminary Surplus".
The cash portion of the Purchase Price payable at the Closing pursuant to Section 2.3(a)(iii) will be decreased, Dollar‑for‑Dollar, if and to the extent that Preliminary Adjusted Working Capital, as reflected on the Preliminary Adjusted Working Capital Statement, is less than the Minimum Adjusted Working Capital Target Amount.
The Preliminary Adjusted Working Capital Statement will be prepared by Company based upon the Interim Financial Statements and in accordance with GAAP, consistently applied, and on a basis consistent with, and subject to, the estimates, prorations, methods, principles, practices and policies employed in the preparation of Company’s calculation of Adjusted Working Capital as of May 31, 2013, a copy of which calculation is attached hereto as Schedule 2.5(a).
No adjustment will be made to the amount of the Purchase Price payable at the Closing if Preliminary Adjusted Working Capital, as reflected on the Preliminary Adjusted Working Capital Statement, is greater than the Minimum Adjusted Working Capital Target Amount.
No later than three Business Days prior to the Closing Date, Holdings shall have delivered to Acquisition the balance sheet as of the Preliminary Adjustment Date, the calculations of the Preliminary Adjusted Working Capital Amount and the officer's certificate described in Section 2.4(a).

More Definitions of Preliminary Adjusted Working Capital

Preliminary Adjusted Working Capital as defined in Section 2.5(a).

Preliminary Adjusted Working Capital means the Adjusted Working Capital as set forth in the Funds Flow Schedule delivered pursuant to S ection 2.4(a) as of the Closing Date, calculated in accordance with S chedule C.

Related to Preliminary Adjusted Working Capital

Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;
Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.
Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Actual Working Capital has the meaning set forth in Section 2.7(a).
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Working Capital has the meaning set forth in Section 2.4(b)(iii).
Base Working Capital means $25,000,000.
Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).
Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Consolidated Working Capital at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Target Net Working Capital Amount means $0.
Target Net Working Capital means $36,500,000.
Final Working Capital Statement has the meaning set forth in Section 2.04.
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Target Working Capital has the meaning set forth in Section 2.06(a)(ii).

Preliminary Adjusted Working Capital definition

Filter & Search

Related Definitions

Related to Preliminary Adjusted Working Capital