Closing Date Adjusted Net Working Capital definition

Closing Date Adjusted Net Working Capital means the amount equal to the excess of (i) all inventory and trade receivables of the Targets as of the close of business on the day immediately preceding the Closing Date over (ii) all trade accounts payable and inventory-related accruals of the Targets as of the close of business on the day immediately preceding the Closing Date, as finally determined in accordance with Section 2(f)(ii)(A). Items included in Closing Date Adjusted Net Working Capital shall be valued on the basis for their valuation set forth in the notes to the Most Recent Balance Sheet, except that inventory shall be valued on a first-in, first-out basis. The quantities and types of inventory included in Closing Date Adjusted Net Working Capital shall be the Targets' book inventory as of the close of business on the day immediately preceding the Closing Date (reflecting any subsequent postings as of the close of business on the day immediately preceding the Closing Date made in accordance with the Targets' past practices), and no physical inventory shall be conducted.
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Closing Date Adjusted Net Working Capital means current assets, excluding all cash and net of reserves and allowances as historically applied, less current liabilities of the Chicago Sub and the Kansas City Sub on a consolidated basis, as of the close of business on the Closing Date, all determined in accordance with GAAP and all excluding any intercompany accounts.
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Closing Date Adjusted Net Working Capital has the meaning set forth in Section 2.2(b).
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Examples of Closing Date Adjusted Net Working Capital in a sentence

  • The determination of the Closing Date Adjusted Net Working Capital as determined by agreement of the parties or by the Independent Accounting Firm shall be final and binding on the parties.

  • If Closing Date Adjusted Net Working Capital exceeds Estimated Closing Date Adjusted Net Working Capital, the Buyer shall pay to the Seller within 5 business days of the final determination of Closing Date Adjusted Net Working Capital the amount of such excess, which shall be payable in cash by wire transfer or delivery of other immediately available funds.

  • Any Notice of Disagreement shall (i) specify in reasonable detail the nature and amount of any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on the Closing Date Adjusted Net Working Capital not being calculated in accordance with its definition.

  • If Closing Date Adjusted Net Working Capital is less than Estimated Closing Date Adjusted Net Working Capital, the Seller shall pay to the Buyer within 5 business days of the final determination of Closing Date Adjusted Net Working Capital the amount of such deficit, which shall be payable in cash by wire transfer or delivery of other immediately available funds.

  • To the extent the Preliminary Closing Date Adjusted Net Working Capital (attached hereto as Schedule 2(d) at Closing) is less than ------------- U.S. $47,146,000, the Purchase Price shall be reduced at Closing by such shortage ("Closing Purchase Price").

  • The Independent Accountant shall conduct its review, resolve all disputes and, to the extent necessary, compute the Closing Date Cash, Closing Date Adjusted Net Working Capital, Closing Date Indebtedness, Closing Date Sale Transaction Expenses and Closing Purchase Price, based solely on the binders submitted by the Sellers’ Representative and the Buyer (not by independent review).

  • The total amount payable by Buyer as a result of the Mergers shall be adjusted by the amount, if any, by which the Closing Date Adjusted Net Working Capital is greater than or less than three million four hundred thousand dollars ($3,400,000) (the "Adjustment Amount").

  • The total amount payable by Buyer as a result of the ---------- Mergers shall be adjusted by the amount, if any, by which the Closing Date Adjusted Net Working Capital is greater than or less than three million four hundred thousand dollars ($3,400,000) (the "Adjustment Amount").

  • In such case, the Buyer and the Sellers’ Representative will jointly retain the Independent Accountant and direct it to render a written report setting forth its determination of the Closing Date Cash, Closing Date Adjusted Net Working Capital, Closing Date Indebtedness, Closing Date Sale Transaction Expenses and Closing Purchase Price, resolving any and all items in dispute (as set forth in the Protest Notice), not later than forty‑five (45) days after acceptance of its retention.

  • Promptly after the Closing Date, the Company will appoint an accountant to prepare and deliver to Buyer a statement (in its final and binding form, the "Closing Statement") setting forth the Closing Date Adjusted Net Working Capital, such Closing Statement to be delivered within 45 days after the Closing Date.


More Definitions of Closing Date Adjusted Net Working Capital

Closing Date Adjusted Net Working Capital. Adjusted Current Assets minus Adjusted Current Liabilities.
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Closing Date Adjusted Net Working Capital means Net Working Capital derived from the Closing Date Balance Sheet increased or decreased by the items articulated on the Schedule of Adjustments in the form of Exhibit J to this Agreement.
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Closing Date Adjusted Net Working Capital means the Adjusted Net Working ----------------------------------------- Capital as of the Closing Date.
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Related to Closing Date Adjusted Net Working Capital

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Target Net Working Capital means $0.

  • Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Target Net Working Capital Amount means $0.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Net Working Capital means current assets minus current liabilities.

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

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Net Working Capital Target means $0.00.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Target Working Capital means $0.

  • Target Working Capital Amount means $162,000,000.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;