Working Capital definition
Examples of Working Capital in a sentence
The Independent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.
The Estimated Closing Statement and the determinations contained therein shall be prepared by the Company in good faith and in accordance with the definitions of Cash, Working Capital, Transaction Expenses, Indebtedness and Estimated Adjusted Purchase Price contained in this Agreement.
To the extent such Taxes for all taxable periods and portions of periods through the Closing Date are not so reflected as the Acquired Companies’ liabilities in the Financial Statements and not taken into account when determining Closing Working Capital or the Purchase Price in accordance with Section 2.5, the Sellers shall pay all such Taxes.
The aggregate consideration for the Purchased Company Shares shall be an amount equal to (i) $2,350,000,000 (the “Base Purchase Price”), minus (ii) the Estimated Closing Indebtedness, minus (iii) the Estimated Closing Expenses, plus or minus, as applicable, (iv) the Estimated Closing Working Capital Surplus or the Estimated Closing Working Capital Deficiency, plus (v) the Estimated Cash on Hand, in each case, subject to adjustment as provided in Section 2.4.