Adjusted Closing Working Capital means the Closing Working Capital calculated according to the following principles agreed by the Parties: (1) any amount receivable relating to the Ontario Interactive Digital Media Tax Credit will be excluded from the Current Assets; (2) the sum of all amounts a) which are included in Tax receivables for the purposes of the definition of “Current Assets” and b) which otherwise reduce Taxes payable for the purposes of the definition of “Current Liabilities”, in either case resulting from the application of the loss restriction event rules in section 111 of the Tax Act as a result of the Contemplated Transactions, shall not exceed $1,614,000, and (3) any amount of Indebtedness (including amounts due beyond the next 12 months) will be added to Current Liabilities.
Adjusted Closing Working Capital determined in accordance with the attached Exhibit N (the “NWC Estimate”) and the Settlement Procedures using information from the month-end accounting closing. For the avoidance of doubt, the Adjusted Closing Working Capital shall not include any cash paid to the Seller pursuant to Section 7.13(c)(i), and the Adjusted Closing Working Capital shall include any cash of the Subject Companies as of the effective time of the Closing, including any cash contributed by the Seller to the Subject Companies pursuant to Section 7.13(c)(ii) and including any Segregated Cash.
Adjusted Closing Working Capital has the meaning assigned to such term in Section 3.2(a).
Examples of Adjusted Closing Working Capital in a sentence
After receipt of the Adjusted Closing Working Capital Statement, Co-op will have thirty (30) days (the “Review Period”) to review the Adjusted Closing Working Capital Statement.
The Independent Accountant will make a determination as soon as practicable within thirty (30) days (or such other time as the Parties agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Adjusted Closing Working Capital Statement and/or the Post-Closing Adjustment will be conclusive and binding upon the Parties.
The Independent Accountant will only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Adjusted Closing Working Capital Statement and the Statement of Objections, respectively.
During the Review Period, Co-op and Co-op’s accountants will have customary access to the work papers prepared by Xxxxx or Xxxxx’s accountants and the books and records of SLG to the extent that they relate to the Adjusted Closing Working Capital Statement.
If Co-op delivers the Statement of Objections before the expiration of the Review Period, Buyer and Co-op will negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Adjusted Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Co-op, will be final and binding.
More Definitions of Adjusted Closing Working Capital
Adjusted Closing Working Capital means the aggregate amount of the Accounts Receivable, the Inventories, the Acuna Accounts Receivable and the Acuna Inventories, minus the aggregaxx xxount of the Excluded Accounts Xxxxivable (in the amount shown on Exhibit B hereto), the Excluded Inventories (in the amount shown on Exhibit C hereto), the Accounts Payable, the Accrued Liabilities (other than the Workers' Compensation Liabilities, Accrued Closing Payroll and Accrued Shutdown Payroll, to the extent otherwise included therein), the Acuna Accounts Payable and the Acuna Accrued Liabilities, all as of thx Xxxective Time as determined xx xxcordance Seller's Accounting Practices.
Adjusted Closing Working Capital means (a) the Current Assets of SLG plus (b) $927,435 (representing an inventory shrink credit agreed to by the Parties) minus (c) the Current Liabilities of SLG plus (c) $302,036 (representing an adjustment based on seasonal expenses already incurred), in each case determined as of the beginning of business on the Effective Date.
Adjusted Closing Working Capital. 2.4(b) “Agreement” Introduction “Audit Election Date” 2.4(b) “Audit Election Notice” 2.4(b) “Audited Financial Statements” 4.5 “Buyer” Introduction Term Section “Buyer Indemnified Party” 11.1 “Buyer Plans” 6.10 “Buyer Reimbursements” 6.11
Adjusted Closing Working Capital has the meaning set forth in Section 2(c)(ii) below.
Adjusted Closing Working Capital means (A) with respect to the Closing Working Capital determined from the Estimated Closing Balance Sheet, the lesser of (1) the actual Closing Working Capital determined from the Estimated Closing Balance Sheet, and (2) Five Million Dollars ($5,000,000), and (B) with respect to the Closing Working Capital determined from the Final Working Capital Statement, the lesser of (1) the actual Closing Working Capital determined from the Final Working Capital Statement, and (2) Five Million Dollars ($5,000,000).
Adjusted Closing Working Capital means the Current Assets of PCT’s Business (including cash, cash equivalents, prepaid expenses and other current assets, and accounts receivable but, for these purposes, not including the $353,860 of restricted cash or deferred project costs) less the sum of the Current Liabilities of the Business (but not included, for these purposes, the following line items: current maturity of long-term debt, borrowings under line of credit-related party, due to Amorcyte, Inc. and deferred revenues). Except as otherwise specified in the definition, each of the elements of Adjusted Closing Working Capital shall be determined as of the close of business on the Closing Date and in accordance with GAAP applied consistently with the GAAP Financial Statements (except that no fair value adjustment required by acquisition accounting shall be made to any of PCT’s assets or liabilities and for the purposes of this calculation the above referred to deferred financing costs at Closing shall remain at $392,192 irrespective of the amortization of deferred financing costs or cancellation of the warrants) and reflect all payments required to be made by PCT on or as of the Closing Date (including, without limitation, the PCT Expenses). Within sixty (60) calendar days following the Closing Date, the Parent shall deliver to the PCT Representative a balance sheet of PCT’s Business as of the open of business on the Closing Date (the “Closing Balance Sheet”) and a statement setting forth the Adjusted Closing Working Capital derived from the Closing Balance Sheet (the “Adjusted Closing Working Capital Statement”). To the extent the Parent fails to deliver the Closing Balance Sheet to the PCT Representative within such sixty (60) day period, then the Estimated Closing Balance Sheet shall be final, conclusive and binding on upon all parties.
Adjusted Closing Working Capital shall be (i) the Closing Working Capital in the event that (x) no Buyer's Objection is delivered to the Seller during the 30-day period specified above, or (y) the Seller and the Buyer so agree, (ii) the Closing Working Capital, adjusted in accordance with the Buyer's Objection in the event that the Seller does not respond to the Buyer's Objection within the 30-day period following receipt by the Seller of the Buyer's Objection, or (iii) the Closing Working Capital, as adjusted by either (x) the agreement of the Seller and the Buyer or (y) the CPA Firm. The "Adjusted Closing Other Non-Current Liabilities" shall be (i) the Closing Other Non-Current Liabilities in the event that (x) no Buyer's Objection is delivered to the Seller during the 30-day period specified above, or (y) the Seller and the Buyer so agree, (ii) the Closing Other Non-Current Liabilities, adjusted in accordance with the Buyer's Objection in the event that the Seller does not respond to the Buyer's Objection within the 30-day period following receipt by the Seller of the Buyer's Objection, or (iii) the Closing Other Non-Current Liabilities, as adjusted by either (x) the agreement of the Seller and the Buyer or (y) the CPA Firm. "Adjusted Closing Figures" shall include the Adjusted Closing Working Capital and the Adjusted Closing Other Non-