Closing Date Net Working Capital definition

Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
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Closing Date Net Working Capital has the meaning set forth in Section 2.5(b).
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Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
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Examples of Closing Date Net Working Capital in a sentence

  • The Seller Representative may dispute items reflected in the Closing Balance Sheet or in the calculation of the Closing Date Debt or the Closing Date Net Working Capital.

  • The Closing Financial Data will be prepared in accordance with GAAP using, to the extent consistent with GAAP, the same accounting principles, on a consistent basis, that were employed in preparing the Balance Sheet and the calculations of Estimated Closing Date Debt and Estimated Closing Date Net Working Capital.

  • Appendix I attached hereto sets forth an example calculation of Closing Date Net Working Capital as if the date of the Closing was March 31, 2025 for purposes of such example.

  • If the amount of the Closing Date Net Working Capital (as finally determined pursuant to this Section 2.06) is less than the amount of the Estimated Closing Date Net Working Capital, then the Sellers, jointly and severally, shall pay to the Purchaser or, at the Purchaser’s sole discretion, to the Company, an amount equal to such difference within the time period set forth in Section 2.06(f).

  • Unless the Seller Representative delivers written notice to the Purchaser on or prior to the end of the Review Period specifying in reasonable detail (to the extent possible) the amount, nature and basis of each disputed item, the Seller Representative and each of the Sellers will be deemed to have accepted and agreed to the Closing Balance Sheet, the calculation of the Closing Date Debt and the Closing Date Net Working Capital.


More Definitions of Closing Date Net Working Capital

Closing Date Net Working Capital is defined in Section 2.5(a)(i).
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Closing Date Net Working Capital means the Net Working Capital as of 11:59 p.m. on the date immediately preceding the Closing Date.
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Closing Date Net Working Capital means the sum of (a) the Current Assets, as of the Closing, less (b) the Current Liabilities, as of the Closing, each determined in accordance with the respective definitions of Current Assets and Current Liabilities, and subject to such definitions, prepared consistently with the Target Working Capital Schedule.
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Closing Date Net Working Capital means, as of the Effective Time, the Current Assets minus the Current Liabilities, calculated in accordance with the Accounting Principles,
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Closing Date Net Working Capital means the Net Working Capital as of the Reference Time.
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Closing Date Net Working Capital means the Net Working Capital as of the close of business on the Business Day immediately preceding the Closing Date.
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Closing Date Net Working Capital means, as of the Effective Time, the difference between (a) the Company’s current assets (determined in accordance with GAAP), including accounts receivable, and (b) the Company’s current liabilities (determined in accordance with GAAP). Notwithstanding any of the foregoing to the contrary, (i) accruals for all outstanding awards under the Company’s 2014 Short Term Incentive Plan shall be prorated through the Effective Time based on actual results of the Company for 2014 as determined in good faith by the Company’s Board of Directors and included in current liabilities, whether or not required to be so treated under GAAP, (ii) all cash and receivables held pursuant to the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Escrow Agreement, shall be excluded from current assets, whether or not required to be so treated under GAAP, (iii) an accounts receivable bad debt reserve shall be reflected on the Preliminary Balance Sheet and Closing Date Balance Sheet in accordance with the practices used by the Company in the Ordinary Course of Business, (iv) all deferred compensation liabilities under the Employee Compensatory Arrangements, the Company’s Long Term Incentive Plan and the fair value of the assets held in trust to fund such liabilities shall be excluded from the Preliminary Balance Sheet and Closing Date Balance Sheet, and (v) all Indebtedness of the Company shall be excluded from the Preliminary Balance Sheet and Closing Date Balance Sheet. All Taxes of the type previously accrued would be accrued as part of current liabilities consistent with past practices, with Straddle Periods to be allocated pursuant to Section 4.16(b).
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