Closing Capital definition

Closing Capital means: (a) Current Assets and Long-Term Prepaids, less (b) Total Liabilities, determined as of the close of business on the Closing Date.

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Closing Capital means the dollar amount of (a) total assets, other than any (i) cash or marketable securities, (ii) intercompany accounts receivable (except intercompany accounts receivable for the sale of equipment, merchandise or other goods), and (iii) Tax assets, less (b) total liabilities, other than any (i) Tax liabilities, (ii) intercompany accounts payable (except intercompany accounts payable for the purchase of equipment, merchandise or other goods), (iii) Debt and (iv) liabilities for fees and out of pocket expenses incurred in connection with the transactions contemplated by this Agreement that are in existence as of the Closing and that, under Section 7.23(b), are to be borne by the Company after the Closing.

Closing Capital means the amount of cash on hand as of the Closing, excluding amounts received from the exercise of options and warrants, if any; provided, however, that the Company continues to pay its liabilities and make cash disbursements through the Closing in the ordinary course of business, consistent in timing, nature and amount with past practice.

Examples of Closing Capital in a sentence

• For purposes of determining Opening Capital Accounts, Net Asset Value shall be determined as of the beginning of, and for purposes of determining Closing Capital Accounts, Net Asset Value will be determined as of the close of, business on the relevant valuation date.

• The Capital Account balance of each of the Members as of the date hereof, as adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), is its respective “Contribution Closing Capital Account Balance” set forth on the Schedule of Members.

• For purposes of determining Opening Capital Accounts, Net Asset Value shall be determined as of the beginning of, and for purposes of determining Closing Capital Accounts, Net Asset Value will be determined as of the close of business on the relevant valuation date.

• The Opening Capital Account Balance of a Member for each Accounting Period subsequent to the Accounting Period in which such Member was admitted to the Company shall be an amount equal to the Closing Capital Account Balance of such Member, determined in accordance with Section 4.2, for the immediately preceding Accounting Period plus the amount of any Additional Capital Contributions made by such Member hereto as of the beginning of such subsequent Accounting Period.

• For each Accounting Period during the term of this Agreement, the Company shall establish for each Member an opening Capital Account Balance (the “Opening Capital Account Balance”) and a Closing Capital Account Balance.

• The Capital Account balance of each of the Members as of the date hereof, as adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) and Section 3.03(c) of this Agreement, is its respective “Contribution Closing Capital Account Balance” set forth on the Schedule of Members.

• The Members acknowledge that each Member has previously funded Approved Pre-Effective Date Costs, and accordingly, each Member’s Closing Capital Contribution includes the amount of the Approved Pre-Effective Date Costs previously funded by such Member.

• A Closing Capital Account shall be established on the Fund’s books for each Limited Partner as of the end of each Accounting Period.

• The Capital Account balance of each of the Members as of the date hereof, as adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) and Section 3.04(c) of this Agreement, is its respective “Merger Closing Capital Account Balance” set forth on the Schedule of Members.

• The Members hereby agree that no Capital Call Notice shall be required for the Closing Capital Contributions.