Common use of Post-Closing Working Capital Adjustment Clause in Contracts

Post-Closing Working Capital Adjustment. (a) To the extent the Working Capital of the Company as of the Closing, upon completion of the transactions contemplated by this Agreement and the Purchase Agreement and including all assets and liabilities of the Contributed CD Business and the Purchased CD Business is less than $22,300,000 (the "Working Capital Target"), IMS shall make an additional cash contribution to the Company in the amount of such deficiency within five Business Days after the Determination Date. "Working Capital" means those receivables and other current assets (other than cash), including Contributed Inventory, that are Purchased Assets and Contributed Assets less the accounts payable, accrued expenses and other current liabilities that are Assumed Liabilities under this Agreement and the Purchase Agreement.

Post-Closing Working Capital Adjustment. (a) To the extent the Working Capital of the Company as of the Closing, upon completion of the transactions contemplated by this Agreement and the Purchase Contribution Agreement and including all assets and liabilities of the Contributed CD Business and the Purchased CD Business is less more than $22,300,000 (the "Working Capital Target"), IMS PGIO shall make an additional cash contribution payment to the Company in IMS of 50% of the amount of such deficiency excess within five Business Days after the Determination Date. "Working Capital" means those receivables and other current assets (other than cash), including Contributed Purchased Inventory, that are Purchased Assets and Contributed Assets less the accounts payable, accrued expenses and other current liabilities that are Assumed Liabilities under this Agreement and the Purchase Contribution Agreement.