Closing Adjusted Working Capital definition

Closing Adjusted Working Capital means an amount equal to (a) the Closing Accounts Receivable, minus (b) the Closing Accounts Payable, plus (c) the Closing Inventory.

Closing Adjusted Working Capital means: (a) the Current Assets of the Company less (b) the Adjusted Liabilities of the Company, determined as of the close of business on the Closing Date.

Closing Adjusted Working Capital has the meaning set forth in Section 2.9(a).

Examples of Closing Adjusted Working Capital in a sentence

• The Seller's objection, if any, to the Accountants' CAWCA Report (the "Seller's CAWCA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CAWCA Report and the Seller's calculation of the Closing Adjusted Working Capital Amount.

• If the Seller does not object to the Accountants' CAWCA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CAWCA Report, then the adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance.

• The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount (the "Accountants' CAWCA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CAWCA Report to the Seller no later than sixty (60) days following the Closing Date.

• The determination of the Closing Adjusted Working Capital Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CAWCA Report within fifteen (15) days following their receipt of the Accountants' CAWCA Report.

• Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Adjusted Working Capital Amount.

More Definitions of Closing Adjusted Working Capital

Closing Adjusted Working Capital means the difference between the following accounts of Terex's material handling business as of the Closing Date: (A) the sum of trade receivables (less allowances), net inventories and other current assets, minus (B) the sum of the current portion of each of capital lease obligations, trade accounts payable, accrued compensation and benefits, accrued warranty and product liability, customer deposits (if any) and other current liabilities to the extent assumed (directly or indirectly through a Company or Subsidiary), by the Buyer; and (ii) "Interim Balance Sheet" shall mean the unaudited combined balance sheet as of September 30, 1996 referred to in Section 4.8. For purposes of

Closing Adjusted Working Capital means (i) the current assets of the Company, minus (ii) the current liabilities of the Company, in each case determined as of the Closing Date in accordance with the Accounting Principles and the Illustrative Closing Statement; provided that all those assets and liabilities that are specified to be excluded for these purposes in the Accounting Principles or in the Illustrative Closing Statement shall be so excluded, including without limitation (A) any provision for income or franchise tax assets or tax liabilities (whether current or deferred), (B) the Purchased Inventory, (C) any assets or liabilities arising from Hedging Agreements (derivatives), (D) reserves for Environmental Liabilities, (E) any Debt, (F) accrued compensation, vacation and PTO for Available Employees not hired by Buyer, (G) Transaction Expenses and (H) margin deposits.

Closing Adjusted Working Capital means the difference between the following accounts of Terex's material handling business as of the Closing Date: (A) the sum of trade receivables (less allowances), net inventories and other current assets, minus (B) the sum of the current portion of each of capital lease obligations, trade accounts payable, accrued compensation and benefits, accrued warranty and product liability, customer deposits (if any) and other current liabilities to the extent assumed (directly or indirectly through a Company or Subsidiary), by the Buyer; and (ii) "Interim Balance Sheet" shall mean the unaudited combined balance sheet as of September 30, 1996 referred to in Section 4.8. For purposes of this Section 2.3, the accrued warranty and products liability shall be computed as of the Closing Date in accordance with reasonable past practice, but in no event shall such account be less than $17,773,000.

Closing Adjusted Working Capital. “Cap” has the meaning set forth in Section 7.04(b). “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq. “Closing” has the meaning set forth in Section 3.01. “Closing Adjustment” has the meaning set forth in Section 2.06(a)(ii). “Closing Date” has the meaning set forth in Section 3.01. “Closing Adjusted Working Capital” means (a) the net book value of those current assets of the Business that are included in the line item categories of current assets specifically identified on Exhibit A (other than those line items noted on Exhibit A that will not transfer, will not apply, will be retained or similar language); minus

Closing Adjusted Working Capital means (a) the net book value of those current assets of the Business that are included in the line item categories of current assets specifically identified on Exhibit A (other than those line items noted on Exhibit A that will not transfer, will not apply, will be retained or similar language); minus

Closing Adjusted Working Capital. The “Post-Closing Adjustment” shall be an 19 amount equal to the Closing Adjusted Working Capital less the Estimated Closing Adjusted Working Capital, as finally determined pursuant to Section 2.06(c).

Closing Adjusted Working Capital means the working capital of the Acquired Entities as reflected in the Closing Balance Sheet, subject to the following adjustments: (a) any current or deferred income taxes that are reflected on the Closing Balance Sheet shall be excluded from the calculation of Closing Adjusted Working Capital, (b) any portion of the Schedule 2.2