Closing Net Working Capital Amount definition

Closing Net Working Capital Amount means an amount determined as of 11:59 p.m. U.S. Eastern Time on the Closing Date equal to (a) the aggregate dollar amount of all Acquired Assets and assets of the Acquired Subsidiary (other than, in each case, Closing Business Cash, right-of use assets with respect to the Leases and, with respect to the Acquired Subsidiary, Tax assets (except for receivables of the Acquired Subsidiary for value-added Taxes, which shall be included as a current asset in the Closing Net Working Capital Amount)) properly characterized as current assets in accordance with the Working Capital Accounting Principles, less (b) the aggregate dollar amount of all Assumed Liabilities and Liabilities of the Acquired Subsidiary (other than, in each case, Lease Liabilities, Indebtedness, liabilities for Transfer Taxes described in Section 6.4(a) and liabilities for Property Taxes described in Section 6.4(b)) properly characterized as current liabilities in accordance with the Working Capital Accounting Principles (but, for the avoidance of doubt, without giving effect to any changes that arise solely as a result of the Transactions, including any acquisition accounting adjustments). A representative calculation of the Closing Net Working Capital Amount is attached hereto as Schedule 1.1(d).

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Closing Net Working Capital Amount means the Current Assets less the Current Liabilities as of the Measurement Time; provided, that the Closing Net Working Capital Amount shall not take into account any assets or liabilities otherwise taken into account in calculating the Purchase Price pursuant to Section 2.2. Closing Net Working Capital Amount shall be determined and calculated in accordance with the Accounting Principles and in a manner consistent with the presentation in the Closing Net Working Capital Calculation Schedule.

Closing Net Working Capital Amount shall have the meaning specified in Section 2.3.

Examples of Closing Net Working Capital Amount in a sentence

The accounts included in the Closing Statement, including the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and the Purchase Price, shall be prepared in accordance with the definitions herein and the Accounting Principles.
Seller shall provide Buyer and any accountants or advisors retained by Buyer with reasonable access to the Records of the Group Companies for the purpose of enabling Buyer and its accountants and advisors to calculate, and to review Seller’s calculation of the Estimated Closing Net Working Capital Amount, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses and Estimated Purchase Price.
The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable.
In the event any such notice of disagreement is timely provided by Seller, the Company and Seller shall use their reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses, the Actual U.K. Funding Amount or the Net Interim Period Adjustment Amount (or any element thereof).
If the Final Net Working Capital Change Amount is zero or constitutes a decrease of the Closing Net Working Capital Amount from the June 28 Net Working Capital Amount, there shall be no adjustment of the Exchange Consideration on account of the Final Net Working Capital Change Amount.

More Definitions of Closing Net Working Capital Amount

Closing Net Working Capital Amount is defined in Section 2.4(a).

Closing Net Working Capital Amount means (a) the difference between (i) the Company’s Current Assets as of the Closing Date, and (ii) the Company’s Current Liabilities as of the Closing Date less (b) the Additional WC Adjustment.

Closing Net Working Capital Amount means (i) the aggregate dollar amount of all current assets of the Company (but excluding Closing Cash and deferred income tax assets), less (ii) the aggregate dollar amount of all current Liabilities of the Company (excluding deferred income taxes payable, Liabilities or obligations related to any of the Company Capital Stock or Company Options, contingent Liabilities, Closing Indebtedness and Company Transaction Expenses), in each case as of the close of business on the day immediately preceding the Closing Date determined in accordance with Section 3.6

Closing Net Working Capital Amount means (a) the aggregate dollar amount of all assets properly characterized as current assets of the Company and that are of a type listed on Schedule 1.01(a) attached hereto (excluding, for the avoidance of doubt, Cash and prepaid Company Transaction Expenses), minus (b) the aggregate dollar amount of all liabilities properly characterized as current liabilities of the Company and that are of a type listed on Schedule 1.01(a) attached hereto (excluding, for the avoidance of doubt, Taxes, Closing Debt and Unpaid Company Transaction Expenses), in the case of each of clause (a) and clause (b), as of the close of business on the day immediately preceding the Closing Date and calculated in accordance with GAAP using the policies, conventions, methodologies and procedures used by the Company in preparing the Financial Statements. Schedule 1.01(a) attached hereto sets forth the Closing Net Working Capital Amount as if the Closing occurred on the Business Day immediately following the Interim Balance Sheet Date.

Closing Net Working Capital Amount means (a) the aggregate dollar amount of all Transferred Assets (net of reserves) properly characterized as current assets under the Specified Accounting Principles (excluding cash and cash equivalents), less (b) the aggregate dollar amount of all Assumed Liabilities properly characterized as current liabilities under the Specified Accounting Principles (including any short-term or long-term deferred revenue), in the case of each of clause (a) and clause (b), as of the Calculation Time and calculated in accordance with the Specified Accounting Principles.

Closing Net Working Capital Amount means the aggregate amount, immediately prior to the Alternative Transaction Mergers, of the cash, other assets, and other liabilities, net, of Company, Company LP, and any other Company Subsidiary that is not acquired by Parent in the Alternative Transaction Mergers, excluding (i) the aggregate amount drawn under the revolving credit facility pursuant to Section 2.8(f)(iv), (ii) the aggregate amount of out-of-pocket costs described in clause (C) of Section 2.08(f)(v), (iii) the liabilities in respect of indebtedness described in clause (D) of Section 2.08(f)(v), (iv) the amount of all expenses described in clause (E) of Section 2.08(f)(v), and (v) any accrued liabilities in respect of the "Asset Management Fee" payable to the Advisor by Company in accordance with Section 9(b)(iii) of the Company Advisory Agreement in connection with the transactions contemplated by the Amended Merger Agreement, and (vi) intangible assets and intangible liabilities.

Closing Net Working Capital Amount means the Net Working Capital Amount of the Company as of the Determination Time.

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