Actual Closing Working Capital definition

Actual Closing Working Capital has the meaning set forth in Section 2.3(b).
Actual Closing Working Capital. (IV) the “Actual Closing Working Capital Adjustment”, (V) “Actual Closing CapEx Expenditures”, (VI) the “Actual Closing CapEx Expenditures Adjustment”, and (VII) “Actual Closing Transaction Expenses”, and the determination of the Merger Consideration based on such amounts shall be final and binding and shall be the Merger Consideration for all purposes of this Agreement. If the Merger Consideration is greater than the Estimated Merger Consideration, then the Surviving Corporation shall be obligated to pay to the Target Stockholders in accordance with Section 3.4(e) such deficiency within three (3) Business Days of the determination of the Merger Consideration. If the Merger Consideration as finally determined is less than the Estimated Merger Consideration, then the Target Stockholders shall be obligated to pay the Surviving Corporation such deficiency in accordance with Section 3.4(f) within three (3) Business Days after the determination of the Merger Consideration. The amount payable by the Surviving Corporation or the Target Stockholders pursuant to this Section 3.4(d) is referred to herein as the “Merger Consideration Adjustment”.
Actual Closing Working Capital means, without duplication, an amount equal to the sum of Actual Closing Working Capital (Shred-it) and Actual Closing Working Capital (Shred-it International).

Examples of Actual Closing Working Capital in a sentence

  • If the Actual Closing Working Capital is greater than negative $2,499,642.00, then Buyer shall pay Seller the amount that Actual Closing Working Capital is greater than negative $2,499,642.00.

  • As one example, if Actual Closing Working Capital were negative $2,299,642.00, then Buyer would pay Seller $200,000.00.

  • The payment by Buyer or Seller, if any, pursuant to this Section 3.3.3 shall be referred to as the “Final Adjustment Amount.” The Final Adjustment Amount shall be paid within three (3) business days following the determination of the Actual Closing Working Capital by wire transfer in immediately available funds in accordance with the instructions of the receiving party, subject to the provisions of Section 3.3.4 below.

  • The Closing Date Balance Sheet and the Actual Closing Working Capital Statement shall be prepared in accordance with GAAP in a manner consistent with the Accounting Policies and shall be calculated using the same line items as those set forth in the Form Statement.

  • On the scale where the death of the spouse corresponds to the (maximum value) of 100 “life change units” and e.g. the death of a close friend to 37 units, dismissal from work relates to 47 “life change units” while change in financial state – 38 units.There are many studies showing that unemployment negatively influences the quality of life and mental health of individuals (e.g. [Warr, 1987; McKee- Ryan et al., 2005; Dooley, Catalano, 1988]).


More Definitions of Actual Closing Working Capital

Actual Closing Working Capital means the Working Capital of the Company Group prepared on a combined basis as of the Effective Time, determined in accordance with the Accounting Principles as set out in the Balancing Payment Calculation;
Actual Closing Working CapitalThe process set forth in this Section 2.3(b) shall be the exclusive remedy of Buyer and Seller for any disputes related to items reflected on the Closing Statement or covered by the calculation of the Cash and Cash Equivalents, the Indebtedness, the Transaction Expenses, and the Working Capital of the Company and the Company Subsidiaries as of the Closing.
Actual Closing Working Capital means the difference between (a) the Current Assets, minus (b) the Current Liabilities, all as of the close of business on the Closing Date, calculated by Purchaser in accordance with the same principles, practices and policies as were used by TGI to calculate the Estimated Closing Working Capital.
Actual Closing Working Capital shall have the meaning specified in Section 2.8.2 of the Agreement.
Actual Closing Working Capital shall be an amount equal to the Closing Working Capital as set forth on the Final Closing Working Capital Statement as finally determined in accordance with Section 2.3(b).
Actual Closing Working Capital. “Closing Other Working Capital”, “Closing Total Gross Fixed Assets” and “Closing Long Term Liabilities”, and such items to be presented collectively as the “Closing Accounts”). The Buyer will prepare the Closing Accounts consistent with the basis of the preparation of the Financial Statements, in accordance to GAAP and applied on a consistent basis provided that the Seller Representation and Warranty in Section 2.4 is materially true and correct in all respects. For the avoidance of doubt, the Closing Accounts will include, if applicable, a “Net Realizable Value” provision according to GAAP. Unless, within 10 business days after its receipt of the Closing Accounts, the Seller delivers to the Buyer a reasonably detailed statement describing the Seller’s objections to the Closing Accounts (a “Closing Accounts Objection”), the amount of the Closing Accounts shall be final and binding on the Parties.
Actual Closing Working Capital. 2.2(b)(i)