Average Net Working Capital definition
Examples of Average Net Working Capital in a sentence
For purposes of this Agreement, “ROIC” shall mean the Company’s (i) Net Operating Profit for the Performance Period, divided by the sum of (ii) Average Net Working Capital for the four fiscal quarters during the Performance Period and (iii) Average Property, Plant and Equipment for the four fiscal quarters during the Performance Period, each as determined by the Administrator in a manner consistent with the Company’s financial statements.
The Provisional Purchase Price shall be adjusted, downwards or upwards, prior to the Closing in accordance with Section 2.3 based on the Closing Average Net Financial Debt, the Reference Closing Average Net Working Capital and the Closing Average Net Working Capital (the Provisional Purchase Price as subsequently so adjusted, the “Purchase Price”).
The ------------------ ------------------ preparation of the Closing Statement shall be for the sole purpose of determining the difference between the Net Working Capital on the Closing Date and the Average Net Working Capital.
The scope of such firm’s engagement (which shall not be an audit) shall be limited to the resolution of the items contained in the Notice of Disagreement, the Response Notice (if any) and the recalculation, if any, of the Final Adjustment Balance Sheet, the Final Average Net Working Capital, the Final Deferred Revenue Statement or the Final Average Deferred Revenue, as applicable, in accordance with GAAP and the Balance Sheet Rules in light of such resolution.
Any failure to deliver a valid Notice of Disagreement on or prior to the Notice of Disagreement Deadline shall constitute the Shareholder Representative’s approval of (i) the Final Average Net Working Capital as set forth in either the Final Adjustment Balance Sheet or the Final Statement of Net Working Capital and (ii) the Final Average Deferred Revenue, as set forth in the Final Deferred Revenue Statement.
Thereafter, Parent, Parent Americas and the Shareholder Representative shall attempt in good faith to resolve and finally determine the Final Adjustment Balance Sheet, the Final Average Net Working Capital, the Final Deferred Revenue Statement or the Final Average Deferred Revenue, as the case may be.
Below is - for illustrative purposes only - a calculation of the Adjustment Amount pursuant to Section 2.3(b) of the Agreement, prepared on the basis of the Reference Closing Average Net Financial Debt and examples of the Closing Average Net Financial Debt, the Reference Closing Average Net Working Capital and the Closing Average Net Working Capital.
Any such invoices not so paid by DM shall be paid upon and to the extent that Average Net Working Capital of DM is less than $18,000,000 (with the oldest of such invoices being paid first).
The Parties mutually acknowledge and agree that the Provisional Purchase Price has been determined on the assumptions that (x) the Closing Average Net Financial Debt will be equal to Euro 627 million (the “Reference Closing Average Net Financial Debt”) and (y) the Closing Average Net Working Capital will be equal to the Reference Closing Average Net Working Capital.