Actual Closing Date Working Capital definition

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.

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.

Examples of Actual Closing Date Working Capital in a sentence

• Such payment shall be made by Buyer to Seller in cash, by cashier’s or certified check, or by wire transfer of immediately available funds in United States Dollars to the accounts designated by Seller pursuant to the immediately preceding sentence.(ii) If the Actual Closing Date Working Capital Amount is less than the Baseline Working Capital Amount, Buyer shall be entitled to receive an amount by which (A) the Baseline Working Capital Amount exceeds (B) the Actual Closing Date Working Capital Amount.

• 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 decision of the Accounting Arbitrator shall be deemed final and binding upon the Parties and enforceable by any court of competent jurisdiction and the Accounting Arbitrator’s final calculation of (i) Actual Closing Date Working Capital shall be deemed the “ Final Working Capital.”, (ii) Closing Date Cash shall be deemed the “Final Closing Date Cash”, and (iii) Closing Date Remaining Indebtedness shall be deeded the “Final Closing Date Remaining Indebtedness”.

• No later than forty-five (45) days following delivery of the Purchaser’s written calculation of the Actual Closing Date Working Capital, Closing Date Cash and Closing Date Remaining Indebtedness, Buchanan shall notify the Purchaser in writing whether he accepts or disputes the accuracy of the calculation of Actual Closing Date Working Capital, Closing Date Cash and Closing Date Remaining Indebtedness.

• 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.

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.