Working Capital Assets definition

Working Capital Assets means the current assets of Company and its Subsidiaries as of the Effective Time (including all Cash and Cash Equivalents), each determined in accordance with Accounting Principles but excluding all Tax assets; provided, however, in no event shall any accounts receivable relating to item #3 (System Gain/Loss) on Schedule 4.5 be included as a current asset of the Company or its Subsidiaries.

Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

Working Capital Assets means the current assets of the Seller determined in accordance with GAAP applied on a consistent basis and in a manner consistent with the calculation of Current Assets set forth on Schedule II hereto and subject to the principles, if any, set forth on Schedule II hereto.

Examples of Working Capital Assets in a sentence

• Other than with respect to certain tax liens and other permitted encumbrances, the Term Agent asserts that, as of the Closing, the Term Agent Lien was a second-priority lien in and upon the Working Capital Assets junior in priority to the DIP Agent’s liens.

• ADVERTISING:The Contractor shall give no indication of the provision of services to VIT in product literature or advertising without the advance written consent of Virginia International Terminals, LLC (“VIT”).

• Subject to the terms and conditions of this Agreement, the consummation of each of (a) the purchase and sale of the Transferred Working Capital Assets and the assumption of the Assumed Working Capital Liabilities, and (b) the purchase and sale of the Transferred Operating Assets and the assumption of the Assumed Operating Liabilities (collectively, the “Closing”), shall be consummated remotely via email and the execution and delivery of this Agreement by each of the parties.

• Other than with respect to certain tax liens and other permitted encumbrances, the Term Agent asserts that, as of the Closing, the Term Agent Lien was a first-priority lien in and upon the Term Lender Collateral, except for the Working Capital Assets.

• The Company’s Working Capital Assets as of immediately prior to the Effective Time for the Specified Assets shall not be less than $80,000,000 and the Company’s Effective Time Working Capital with respect to all other working capital items, plus any amounts of the Company’s Specified Assets that exceed the Company Target Working Capital, shall be no less than $0.00.

More Definitions of Working Capital Assets

Working Capital Assets shall have the meaning specified in Section 2.3.

Working Capital Assets means the assets of any Obligor available for day-to-day operations, including cash, inventory and accounts receivable, which can be liquidated into cash or be used within one year.

Working Capital Assets means, without duplication, the sum of the Purchased Assets line items listed on Annex A as being included in “Working Capital Assets” as of 12:01A.M. Eastern time on the Closing Date, that shall be the exclusive asset accounts used for purposes of determining Closing Date Working Capital, with the values of such accounts determined in accordance with GAAP. To the extent there is any conflict between the foregoing definition of Working Capital Assets and Annex A, Annex A shall control.

Working Capital Assets means the current assets of the members of the Samedan Group as of the Effective Time (including all Cash and Cash Equivalents), each determined in accordance with Accounting Principles but excluding any Income Tax assets.

Working Capital Assets means, without duplication, (i) the consolidated assets of the Acquired Companies (including Tax assets, but excluding deferred Tax assets) and (ii) the assets of the Retained Companies set forth on Annex I to Exhibit A hereto, in each case calculated in accordance with the Accounting Principles and the sample calculation attached hereto as Exhibit A.

Working Capital Assets means the current assets of the Company as adjusted and set forth in the Net Working Capital Schedule, as of the opening of business on the Closing Date, determined in accordance with the Company’s past practices. For the avoidance of doubt, “Working Capital Assets” shall not include the book value of the Distributed Assets, calculated in accordance with GAAP.

Working Capital Assets means, with respect to the Business, all assets that, in accordance with GAAP, should be reflected as current assets on the applicable balance sheet of the Business.