Actual Closing Date Working Capital definition

Actual Closing Date Working Capital means, on a consolidated basis, (i) Current Assets as of the close of business on the Closing Date minus (ii) Current Liabilities as of the close of business on the Closing Date, as shown on the Closing Date Statement.

Actual Closing Date Working Capital means the Closing Date Working Capital as set forth in the Final Adjustment Statement; provided, that, for purposes of Section 2.4(c), Actual Closing Date Working Capital, to the extent in excess of €67,500,000, shall be disregarded.

Actual Closing Date Working Capital means the aggregate Working Capital of the Companies as of 12:01 A.M., central standard time, on the Closing Date, or the nearest system closing date cut-off from the prior day, as applicable, as set forth on the Actual Closing Date Balance Sheet.

Examples of Actual Closing Date Working Capital in a sentence

• If, pursuant to Section 1.8(a) above, a dispute exists as to the final determination of the Actual Closing Date Working Capital Amount, the Surviving Corporation and Sellers shall promptly pay to the other, as appropriate in accordance with Sections 1.8(c)(i) and 1.8(c)(ii), such amounts as are not in dispute, pending final determination of such dispute pursuant to Section 1.8(b).

• The determination of Estimated Closing Date Working Capital, the Actual Closing Date Working Capital, and Final Working Capital shall be calculated consistent with the methodology and illustrative example provided in Exhibit A attached hereto.

• Neither the Corporation nor the Subsidiary will have any liability for Taxes for any period ending on or before the Closing Date, or that portion of any Straddle Period up to and including the Closing Date, other than those liabilities for Taxes taken into account in Current Liabilities and Actual Closing Date Working Capital.

• For the avoidance of doubt, the computations of Estimated Closing Date Working Capital and Actual Closing Date Working Capital will not include transactions solely between the Jeanswear N.V. Companies (excluding CKJ Fashion (Shanghai) Ltd.), except that margins on inventory sales on transactions solely between the Jeanswear N.V. Companies will not be eliminated.

• Amounts resolved by such attempts within such 15-day period shall be deemed to have been finally determined for purposes of calculating the Actual Closing Date Working Capital, the Actual Closing Date Cash and/or the Actual Sellers Third Party Indebtedness (as the case may be).

• Chosen interventions involve the adaptive utilisation of empirically-derived psychological principles.

• The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Actual Closing Date Working Capital Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties.

• For the purposes of determining the Actual Closing Date Working Capital, any amount denominated in a currency other than in United States Dollars shall be converted into United States Dollars based on the exchange rate, determined pursuant to Section 11.16, as of the Closing Date.

• Within five (5) days after Buyer or any member of the Company Group receives a refund of any income taxes previously paid (including as a credit to be applied against future tax obligations), Buyer shall pay to the Shareholders’ Representative an amount equal to the amount of the refund so paid or credited, except to the extent any such refund was treated as a current asset in the calculation of the Actual Closing Date Working Capital Amount.

• The Reviewing Accountants shall be instructed to resolve any matters in dispute as promptly as practicable, but in no event more than 30 days after submission, and set forth their resolution in a statement setting forth the Actual Closing Date Working Capital (the “Accountant Statement”).

More Definitions of Actual Closing Date Working Capital

Actual Closing Date Working Capital has the meaning set forth in Section 2.3(b)(i).

Actual Closing Date Working Capital shall have the meaning set forth in Section 1.6(c)(i) of this Agreement.

Actual Closing Date Working Capital. (2) Closing Date Cash (“Actual Closing Date Cash”), (3) any Closing Date Unpaid Indebtedness (“Actual Closing Date Unpaid Indebtedness”) and (4) any Closing Date Unpaid Transaction Expenses (“Actual Closing Date Unpaid Transaction Expenses”), and (iii) the re-calculation of the Closing Date Value and the components thereof (using Actual Closing Date Working Capital, Actual Closing Date Cash, Actual Closing Date Unpaid Indebtedness and Actual Closing Date Unpaid Transaction Expenses in lieu of the estimates therefor set forth in the Estimated Closing Statement). Each Sponsor shall cooperate in the preparation of the Post-Closing Statement, as reasonably requested by XXXX III (or XXXX IV following the REIT Merger).

Actual Closing Date Working Capital calculated in a manner consistent with the Working Capital Calculation Methodology and (B) a statement setting forth its calculation of Net Cash as of the Closing Date (the “Closing Net Cash Statement”) which statement shall contain a calculation of actual Net Cash as of the Closing Date (the “Actual Closing Date Net Cash”), and a certificate of the Chief Financial Officer of Buyer that the Closing Working Capital Statement was prepared in a manner consistent with the Working Capital Calculation Methodology.