Net Working Capital

Net Working Capital. As of any date with respect to the Company, the difference between (i) all current assets of the Company, including, without limitation, all cash and cash equivalents, accounts receivable, inventory and prepaid expenses of the Company, minus (ii) all current liabilities of the Company, including, without limitation, all accrued current liabilities and trade payables of the Company, and all indebtedness (if any) under and with respect to the Deferred Comp Loan and the New Bonus Loan, but,... subject to the provisions of Section 15.3 hereof, excluding any liabilities on account of expenses of the Sellers related to the transactions contemplated by this Agreement, all calculated in accordance with generally accepted accounting principles applied on a basis consistent with the May 2003 Balance Sheet taking into account any possible exceptions to such accounting principles disclosed on Schedule 5.8 hereto; provided, however, that (A) there shall be deducted from Net Working Capital as of any applicable determination date the average gross profit (calculated at the fixed rate of 17.8%) attributable to and derived from the so-called "Avon VMI Sales" giving rise to the corresponding accounts receivable (the "Avon VMI Receivables") owing to the Company from Avon Products, Inc. and its Subsidiaries (collectively, "Avon") as of such determination date, and (B) the Avon VMI Receivables shall be included as accounts receivable in the calculation of Net Working Capital. By way of example only, as of May 25, 2003, -26- the amount of Avon VMI Sales giving rise to the accounts receivable on the Company's May 25, 2003 balance sheet owing to the Company from Avon was $625,057.10, which when multiplied by an average gross profit rate of 17.8%, results in $111,260.16. View More

Net Working Capital. Means (a) the total combined current assets of ------------------- the Company minus (b) the total combined current liabilities of the Company.

Net Working Capital. Is hereby deleted in its entirety from the Agreement.

Net Working Capital. As of any date, the total (excluding intercompany accounts) of accounts receivable, inventory and prepaid expenses (excluding any deferred tax assets, prepaid income taxes or accrued tax refunds) of the Company and its Subsidiaries, less the total (excluding intercompany accounts) of accounts payable, accrued compensation (including bonuses accrued in the ordinary course), accrued taxes (other than any liability for federal or state income taxes or any reserves for income taxes or any deferred... tax liability), accrued insurance and accrued expenses (excluding accrued interest and accrued management fees) of the Company and its Subsidiaries, all determined in accordance with GAAP on a consolidated basis in accordance with the Most Recent Audited Balance Sheet, it being understood and agreed that no long-term assets or liabilities shall be included in any determination of Net Working Capital. 34 View More

Net Working Capital. Means the difference between a Person's total current assets minus its total current liabilities as reflected on such Person's balance sheet as of the date in question, as determined in accordance with GAAP, with the following adjustments with respect to the Net Working Capital of the Company: interest payable and the current portion of long-term debt shall be excluded from total current liabilities.

Net Working Capital. Current assets of Owner (excluding cash and cash equivalents, except to the extent required to maintain the normalized level of working capital for Owner) less current liabilities of Owner (excluding the outstanding principal balance under any Existing Loans)

Net Working Capital. Shall mean the total current assets (excluding current income Tax assets) of the Companies less the total current liabilities (excluding current liabilities for income Taxes) of the Companies.

Net Working Capital. Means the difference between (a) the sum of the aggregate values of net Accounts Receivable (reduced by reserves and distributor price adjustments) and net Inventory (reduced by related inventory reserves but excluding any Distributor Inventory) as of the Closing Date to be provided by Seller pursuant to Section 5.16, minus (b) the sum of the aggregate value of Accounts Payable and accrued liabilities relating solely to Inventory (i.e., work-in-process) as of the Closing Date to be provided by... Seller pursuant to Section 5.16 View More

Net Working Capital. All uses of the defined term "Net Working Capital" throughout the Merger Agreement shall be deleted in their entirety each time it appears therein, including any ancillary or related language such as "or", "and", "in each case" and/or "respectively", as applicable.