Adjusted Closing Net Working Capital definition

Adjusted Closing Net Working Capital has the meaning set forth in Section 1.9.2.

Adjusted Closing Net Working Capital shall be (i) the Closing Net Working Capital if Purchaser’s Objection is not delivered to Seller during the thirty (30) day period specified above, (ii) the Closing Net Working Capital, adjusted in accordance with Purchaser’s Objection if Seller does not respond to Purchaser’s Objection within the thirty (30) day period specified above, or (iii) the Closing Net Working Capital, as adjusted by either (A) the agreement of Seller and Purchaser, (B) the CPA Firm or (C) treatment of any unresolved element of the Purchaser’s Objection as contemplated by clauses (a) or (b) above. Any expenses relating to the engagement of the CPA Firm shall be allocated between Purchaser and Seller so that Purchaser’s share of such costs shall be in the same proportion that (x) the amount equal to the aggregate value of the disputed items submitted by Purchaser to the CPA Firm that are unsuccessfully disputed by Purchaser bears to (y) the amount equal to the aggregate value of all disputed items submitted by Purchaser to the CPA Firm. Seller and Purchaser shall each bear the fees of their respective counsel, accountants and other representatives incurred in connection with the determination of the Adjusted Closing Net Working Capital.

Adjusted Closing Net Working Capital means the Closing Net Working Capital as finally determined pursuant to Section 2.4.

Examples of Adjusted Closing Net Working Capital in a sentence

• Seller shall be responsible for the portion of any Tax liability due with respect to a Straddle Return that is attributable to the Pre-Closing Period in excess of the reserves for such Taxes taken into account in determining Adjusted Closing Net Working Capital and shall pay such amount to Purchaser at least five (5) days prior to the time such Tax is required to be paid or if later five (5) days after Purchaser’s written request for such Tax.

• Seller shall be responsible for timely paying any Taxes applicable to such Tax Returns (including Consolidated Returns) in excess of the reserves for Taxes taken into account in determining Adjusted Closing Net Working Capital and, in the case of any Tax Return other than a Consolidated Return, shall pay the amount of Taxes for which it is responsible to Purchaser at least five (5) days prior to the date that the Tax payment with respect to such Return is required to be made.

• The Estimated Closing Cash Purchase Price will be adjusted (i) downwards on a dollar-for-dollar basis to the extent that the Adjusted Closing Net Working Capital, as shown on the Estimated Closing Balance Sheet, is below the Base Net Working Capital Amount and (ii) upwards on a dollar-for-dollar basis to the extent that the Adjusted Closing Net Working Capital is above the Base Net Working Capital Amount.

• Promptly following the Closing, FAAC will cause Gxxxx Xxxxxxxx, LLP (or an equivalent firm selected by FAAC) to review the Estimated Closing Balance Sheet, including the Adjusted Closing Net Working Capital, the Closing Net Working Capital as reflected thereon.

• Promptly following the Closing, FAAC will cause Xxxxx Xxxxxxxx, LLP (or an equivalent firm selected by FAAC) to review the Estimated Closing Balance Sheet, including the Adjusted Closing Net Working Capital, the Closing Net Working Capital as reflected thereon.

More Definitions of Adjusted Closing Net Working Capital

Adjusted Closing Net Working Capital has the meaning set forth in Section 2.4(b).

Adjusted Closing Net Working Capital means the “Closing Net Working Capital” (as hereinafter defined and as adjusted pursuant to Section 2.4(d) below) of the Companies as shown on the Estimated Closing Balance Sheet as reduced to reflect: (A) the payment in full of any and all outstanding Indebtedness of the Companies (other than the Assumed Debt), repaid at or prior to Closing pursuant to Section 5.7; (B) the payment in full of any and all Members’ Transaction Costs paid, or repaid by FAAC after the Closing Date or incurred by the Companies and unreimbursed by the Members at or prior to the Closing pursuant to Section 5.7; (C) the payment of all sums due at Closing with respect to the Phantom Membership Interest Plan; (D) any portion of the Bonus Pool for which adequate reserves are not otherwise maintained; or (E) payments made to employees in connection with the Contemplated Transactions (other than normal compensation or payments with respect to the Phantom Membership Interest Plan).

Adjusted Closing Net Working Capital means the Closing Net Working Capital as finally determined pursuant to

Adjusted Closing Net Working Capital means as of 11:59 p.m. (Pacific time) on the Closing Date: (a) the Accounts Receivable; plus (b) the Inventory, net of (x) Inventory which is not fit for human consumption; and (y) Inventory which, based on standards used in the wine industry and Companies’ historical practices, is slow-moving Inventory; plus (c) the Equipment, net of depreciation and amortization as required in accordance with GAAP (and set forth in the Financial Statements); plus (d) the Prepaid Expenses, minus (e) the Accounts Payable; minus (f) the Farm Credit Obligations minus (g) the Briarcliff Liability; minus (h) accruals assumed by Purchaser pursuant to this Agreement (to the extent not duplicative of subsection (e)).

Adjusted Closing Net Working Capital means the combined current assets, less the combined current liabilities, of the Transferred Companies as of the effective time of the Closing, as determined in accordance with GAAP, subject to the adjustments as set forth in the form Adjusted Closing Net Working Capital Statement attached as Schedule 1.2(c) hereto.

Adjusted Closing Net Working Capital shall equal the sum of (a) Closing Net Working Capital plus (b) the amount by which the actual expenses incurred by the Company in connection with the audit of the Company’s financial statements pursuant to Section 5.7 exceed the amount accrued for such audit on the Closing Balance Sheet, if any.

Adjusted Closing Net Working Capital means the Net Working Capital of the EHP Business the amount of which is set forth on the Adjusted Financial Certificate. The term “Adjusted Financial Certificate” shall mean the definitive Financial Certificate agreed or deemed to have been agreed to by Parent and the Purchaser in accordance with Section 3.1(b) or the definitive Financial Certificate resulting from the determinations made by the Accountant in accordance with Section 3.1(d) (in addition to those items, if any, theretofore agreed to by Parent and the Purchaser).