Closing Date Working Capital definition

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

Closing Date Working Capital means the Working Capital as of the Calculation Time.

Closing Date Working Capital means Working Capital as of immediately prior to the open of business on the Closing Date.

Examples of Closing Date Working Capital in a sentence

• The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied.

• The “Net Working Capital Adjustment” is the difference between the Closing Date Working Capital (as defined below) less the Target Working Capital.

• The Auditor shall determine as promptly as practicable whether the Working Capital Statement was prepared in accordance with the standards set forth in this Agreement and, only with respect to the disagreements submitted to the Auditor, whether and to what extent (if any) Closing Date Working Capital requires adjustment.

• Purchaser shall prepare and deliver to NRGWG (on behalf of Sellers) not prior to thirty (30) days or later than ninety (90) days after the Closing Date a statement (the “Final Closing Statement”) setting forth the relevant calculations of Closing Date Working Capital (the “Final Working Capital Adjustment”), together with any supporting work papers and source documents with respect to the calculations reflected in the Final Closing Statement, if requested by NRGWG (on behalf of Sellers).

• All intercompany and Affiliate receivables or liabilities will be treated as shareholders’ equity and will be excluded from the Closing Date Working Capital Adjustment and will not be assumed by Buyer.

More Definitions of Closing Date Working Capital

Closing Date Working Capital means the result, determined as of 12:01 A.M. Eastern time on the Closing Date, of (a) Working Capital Assets minus (b) Working Capital Liabilities; provided, however, that the Closing Date Working Capital shall not be less than zero nor more than $35,000,000.

Closing Date Working Capital. Closing Date Working Capital" means the excess of the Seller's current assets over the aggregate of the total liabilities that are included in the Assumed Liabilities, excluding deferred revenue, each determined in accordance with GAAP and consistent with the Seller's past practices, calculated as of the Closing Date; provided, however,that the Seller's current assets that are not part of the Assets shall be excluded from such calculation.

Closing Date Working Capital means the Working Capital determined as of the close of business on the Closing Date.

Closing Date Working Capital means the value, as of the Closing, of the portion of the Purchased Assets which would be identified as current assets, less the aggregate amount of current Liabilities included in the Assumed Liabilities, all as determined in accordance with GAAP and in accordance with the terms and conditions of, and subject to the adjustments described in, Section 2.6 and Schedule 2.6.

Closing Date Working Capital means (a) the total Current Assets minus (b) the total Current Liabilities, in each case as of the Closing.

Closing Date Working Capital shall have the meaning set forth in Section 2.07(c) of this Agreement.

Closing Date Working Capital. Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue" respectively. In the event Seller so objects within such 30-day period, Buyer and Seller shall use their reasonable efforts to resolve by written agreement (the "Agreed Adjustments") any differences as to the Preliminary Closing Date Balance Sheet, the Preliminary Closing Statement and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement and, in the event Seller and Buyer so resolve any such differences, the Preliminary Closing Date Balance Sheet and Preliminary Closing Statement, and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement, shall be final and binding for purposes of this Agreement as the "Closing Date Balance Sheet," the "Closing Statement," "Closing Date Working Capital," "Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue" respectively, in each case as adjusted by the Agreed Adjustments. In the event any objections raised by Seller are not resolved by Agreed Adjustments within 15 days after Seller advises Buyer of Seller's objections, then Buyer and Seller shall submit the objections that are then unresolved to a national accounting firm acceptable to both Buyer and Seller, and such firm (the "Accounting Firm") shall be directed by Buyer and Seller to resolve the unresolved objections (solely as to whether any disputed matter had been determined in a manner inconsistent with the Agreed Accounting Principles and whether there exist any mathematical errors) as promptly as reasonably practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the disputed matters. The Preliminary Closing Date Balance Sheet and Preliminary Closing Statement, and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement, shall be final and binding for purposes of this Agreement as the "Closing Date Balance Sheet," the "Closing Statement," "Closing Date Working Capital," "Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue," respectively, in each case after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm.