Definition of Net Working Capital Clause Samples
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Definition of Net Working Capital. As used herein, "Net Working Capital" means the amount equal to the excess of (i) all cash and cash equivalents, inventory, trade receivables, and other assets of the Companies, on a consolidated basis, which are generally considered to be current assets, over (ii) all trade accounts payable, inventory-related accruals, and other liabilities of the Companies, on a consolidated basis, which are generally considered to be current liabilities; provided that (A) such items shall be valued, to the extent feasible, in accordance with GAAP consistently applied to previous periods; (B) any trade receivables included in such determination which, as of the Closing Date, are more than 120 days aged shall be discounted to reflect a reasonable reserve for uncollectibility; (C) the quantities and types of inventory included in such determination shall be the Companies' book inventory as of the close of business on the Closing Date, provided that any inventory which is not of a quality which is usable or salable in the ordinary course of business shall be discounted to reflect a reasonable reserve for inventory write down; (D) current liabilities shall include an amount equal to all Employee Accruals as of the Closing Date; and (E) such determination shall not include any items constituting or representing inter-company accounts between the Companies or between either Company and Buyer or any of its Affiliates. As used herein, "Employee Accruals" means the amount the Companies would be required to pay under the Companies' employee benefit plans and applicable law, with respect to accrued and unused vacation days sick leave days and the like, if on the Closing Date the Companies were to terminate the employment of all of their employees without cause.
Definition of Net Working Capital. The term "Net Working Capital" shall mean the dollar amount by which the net book value of the Purchased Assets constituting accounts and notes receivable, prepaid expenses and inventory exceeds the net book value of the Assumed Liabilities constituting accounts payable and accrued expenses, as reflected in the Recent Business Balance Sheet or Closing Business Balance Sheet, as applicable.
Definition of Net Working Capital. For purposes of this Section 1.4, the term "Net Working Capital" means the "Current Assets" (as hereinafter defined) over the "Current Liabilities" (as hereinafter defined) of the ▇▇▇▇▇▇ Entities, as of 5:00 p.m., Kansas City, Missouri time, on the date hereof (the "Statement Date"), in each case as determined, except as otherwise provided herein, in accordance with generally accepted accounting principles applied consistently with past practices ("GAAP"). As used herein, the term "Current Assets" means those assets of the type listed on Annex 1 hereto (less applicable reserves), and the term "Current Liabilities" means those liabilities of the type listed on Annex 2 hereto. For the purposes of determining the "Net Working Capital", it is understood that ▇▇▇▇▇▇ Canada shall continue to be considered an ▇▇▇▇▇▇ Entity notwithstanding the sale of the "▇▇▇▇▇▇ Canada Shares" (as hereinafter defined) to LabOne pursuant to Section 2.4 hereof prior to the sale and purchase of the ▇▇▇▇▇▇ Shares.
Definition of Net Working Capital. The term “Net Working Capital” shall mean the current assets of Sellers (excluding Indebtedness), less the current liabilities of Sellers (including any negative cash or checks in float to the extent incurred or assumed by Buyer, but excluding the current portion of any Indebtedness from the purchases of equipment held by Sellers and available for rent or sale), each as determined in accordance with GAAP. For purposes of the calculation contemplated by this Section 3.3(a), GAAP shall be modified to exclude from the calculation of Net Working Capital the current portion of any Indebtedness from the purchases of equipment held by Sellers and available for rent or sale,
Definition of Net Working Capital. Schedule A of the Purchase Agreement is hereby amended by deleting the definition of Net Working Capital.
Definition of Net Working Capital. For the purposes of this Agreement, "Net Working Capital" shall mean the aggregate difference in current assets and current liabilities of the Service Providers as reflected on the Closing Balance Sheet of the Service Providers prepared in accordance with GAAP.
Definition of Net Working Capital. For purposes of this Agreement, “Net Working Capital” shall be defined as the sum of the (A) current assets (excluding cash and cash equivalents, deposits for capital equipment purchases, intercompany notes receivable (including the note receivable payable by Primadata), notes receivable payable by any Seller or any Affiliate thereof and income or excise Tax assets), which includes inventory, trade accounts receivable (less an appropriate reserve for bad debts), and the net book value of prepaid expenses, less (B) the current liabilities (excluding income Tax liabilities, accrued interest payable, the bonuses paid to the Sellers in accordance with Section 2.2(d) and the current portion of long term debt and/or draws on any line of credit), in each case, as more particularly set forth on a balance sheet to be prepared effective as of the Closing (the “Closing Balance Sheet”) reflecting the Net Working Capital of the Company prepared in accordance herewith (the “Closing Net Working Capital”).
Definition of Net Working Capital. The term "Net Working Capital" as used herein shall mean the dollar amount by which the net book value of all the current assets of Company, as determined in accordance with generally accepted accounting principles as consistently applied in the preparation of the Audited 2000 Financial Statements ("GAAP") and including inventory valued at the lower of cost (at FIFO) or market in accordance with Section 1.4.4, but excluding the Excluded Assets (as hereinafter defined)(and excluding any related prepaid life insurance premiums on the lives of the Primary Shareholders) as required by Section 1.5 and any marketable securities, exceeds the net book value of all the current liabilities of Company, also as determined in accordance with GAAP, as reflected in the Estimated Closing Balance Sheet or Final Closing Balance Sheet, as applicable; provided, however, that the costs -------- ------- of any capital improvements paid for in cash or accrued by Company after the date hereof and prior to the Closing Date as requested by, or otherwise approved by Purchaser in writing (excluding capital improvements or expenditures required in the ordinary course of business pursuant to Section 5.20 and the capital improvements or expenditures otherwise required by other provisions of this Agreement) shall be added back to current assets for purposes of determining Net Working Capital hereunder.
Definition of Net Working Capital. The term “Net Working Capital” shall mean the current assets of Sellers, less the current liabilities of Sellers (including any negative cash or checks in float to the extent incurred or assumed by Buyer, but excluding the current portion of any Indebtedness from the purchases of equipment held by Sellers and available for rent or sale), each as determined in accordance with GAAP. For purposes of the calculation contemplated by this Section 3.3(a), GAAP shall be modified to exclude from the calculation of Net Working Capital the current portion of any Indebtedness from the purchases of equipment held by Sellers and available for rent or sale,
Definition of Net Working Capital. For purposes of this Section 3.6, the term "Net Working Capital" means (i) the aggregate amount of the "Current Assets" (as defined below) of the Company less (ii) the "Current Liabilities" (as defined below) of the Company, both determined as of 11:59 p.m., Hawaiian Standard Time, on the Closing Date after giving effect to the payments described in Section 3.1 and any resulting Tax Benefits. As used herein, the term "Current Assets" means those assets of the Company and each of its Subsidiaries of the type listed on Part I of Exhibit 3.6 hereto, and the term "Current Liabilities" means those liabilities of the Company and each of its Subsidiaries of the type listed on Part II of Exhibit 3.