Closing Date Adjusted Working Capital definition

Closing Date Adjusted Working Capital means Adjusted Working Capital as set forth in the Closing Adjustment Certificate delivered pursuant to Section 2.4(b) as of the Closing Date, calculated in accordance with Schedule C.

Closing Date Adjusted Working Capital means Adjusted Working Capital as of immediately prior to the Closing (without giving effect to the Closing).

Closing Date Adjusted Working Capital shall have the meaning set forth in Section 2.6.

Examples of Closing Date Adjusted Working Capital in a sentence

• In the event that the Closing Date Adjusted Working Capital, as reflected on the report by the PHMD Accountants, shall be greater or less than the amount set forth on the Adjusted Closing Balance Sheet provided in Section 2.7(a) above, then and in such event a further adjustment in the DSKX Note shall be made.

• For the avoidance of doubt, unless Seller otherwise agrees in writing, Purchaser may not amend, adjust, supplement or modify the Closing Statement or the amount of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount or the Closing Date Adjusted Working Capital following its delivery to Seller.

• If, on the Closing Date, Adjusted Working Capital is greater than $95,572,000.00, then the cash portion of the Purchase Price payable pursuant to Section 1.02(a) shall be increased by the amount by which Adjusted Working Capital exceeds $95,572,000.00 (the "Working Capital Excess").

• If Seller timely delivers an Objection Notice, the June Closing Date Adjusted Working Capital, the June Closing Date Adjusted Net Tangible Investment and June Closing Date Long Term Assumed Liabilities, shall be the applicable amounts determined pursuant to Section 2(b)(iv)(B).

• Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.04(c) shall be the exclusive mechanism for resolving disputes regarding the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount and the Closing Date Adjusted Working Capital adjustment, if any.

• Any such notice of disagreement shall specify the "current asset" or "current liability" amounts as to which the Buyer disagrees (and shall include the Buyer's calculation of the Closing Date Adjusted Working Capital), and the Buyer shall be deemed to have agreed with all other items and amounts included in the calculation of the Closing Date Adjusted Working Capital delivered pursuant to Section 3.3(a).

• The term "FINAL ADJUSTED WORKING CAPITAL" shall mean (i) the Closing Date Adjusted Working Capital as set forth in the Adjustment Report if the Sellers accept the Adjustment Report as delivered or do not timely deliver an Objection Notice, or (ii) the Closing Date Adjusted Working Capital determined pursuant to Section 2(e)(iv) above, if the Sellers timely deliver an Objection Notice.

• Refers to the report generated by Allied and/or Allied's Accountant reflecting the Closing Date Adjusted Net Tangible Investment, the Closing Date Adjusted Working Capital and the Closing Date Long Term Assumed Liabilities.

• Within seventy-five (75) days after the Closing, Buyer shall prepare and deliver the Closing Adjustment Certificate to Seller, setting forth the calculations of the Closing Date Adjusted Net Indebtedness, the Closing Date Adjusted Working Capital and the Closing Date Transaction Expenses, in the form attached as Schedule E.

• If the Closing Date Adjusted Working Capital as set forth in the Estimate is less than the Average Adjusted Working Capital as set forth on Schedule 2(e)(i), the Purchase Price shall be reduced by the amount of such difference.

More Definitions of Closing Date Adjusted Working Capital

Closing Date Adjusted Working Capital as defined in Section 1.6(b).

Closing Date Adjusted Working Capital has the meaning set forth in Section 2.3.

Closing Date Adjusted Working Capital means Adjusted Working Capital as set forth in the Closing Adjustment Certificate delivered pursuant to S ection 2.4(b) as of the Closing Date, calculated in accordance with S chedule C.

Closing Date Adjusted Working Capital means an amount equal to all (i) "current assets" of the Company excepting accounts receivable, minus (ii) all "current liabilities" of the Company, in each case as such "current assets" and "current liabilities" are accrued and reflected on the Closing Date Balance Sheet in accordance with the Applicable Accounting Principles and this Agreement and consistent with the past practices of the Company, provided that such past practices are consistent with the Applicable Accounting Principles.

Closing Date Adjusted Working Capital shall have the meaning specified in Section 2(e)(ii) of this Agreement.