Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Working Capital means the Working Capital of the Companies as of the Adjustment 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
If the Closing Date Working Capital is greater than the Target Working Capital, the Company Equity Value shall be increased by such difference, on a dollar-for-dollar basis.
On or before the fifth Business Day prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a good faith estimate of the Closing Date working capital (the “Closing Date Working Capital”) based on the methodology used to prepare, and containing the line items set forth in, the Working Capital Schedule and the Company Debt as of the Closing Date, which Closing Date Working Capital and Company Debt shall be reasonably satisfactory to the Purchaser.
If the Closing Date Working Capital is less than the Target Working Capital, the Company Equity Value shall be reduced by such difference, on a dollar-for-dollar basis.
More Definitions of Closing Date Working Capital
Closing Date Working Capital means the Working Capital on the Closing Date.
Closing Date Working Capital means an amount equal to (a) Closing Date Current Adjustment Assets minus (b) the Closing Date Current Adjustment Liabilities.
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 value, as of the Closing, of the portion of the Purchased Assets which would be identified current assets (including, without limitation, all unbilled amounts due from customers as of the Closing and all transferable prepaid assets and Customer Deposits properly identified as current assets), less the aggregate amount of current liabilities (including, without limitation, the Assumed Payables and Customer Deposits) 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 3.4.
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.
Closing Date Working Capital of the Company means the following from the Closing Date Balance Sheet: (a) the sum of (i) cash and cash equivalents (but only to the extent not swept out of the Company’s bank accounts on the Closing Date and not included in calculating the Purchase Price), (ii) accounts receivable, net of reserves, (iii) prepaid expenses, and (iv) other current assets, less (b) the sum of (i) accounts payable, (ii) liabilities for Taxes, net of the Transaction Tax Benefits, and (iii) other accrued expenses (excluding deferred income Taxes, and the Retained Litigation); provided that Closing Date Working Capital shall not include the Company’s Transaction Fees deducted from the Purchase Price at Closing and shall not include Closing Indebtedness.
Closing Date Working Capital shall have the meaning set forth in Section 2.07(c) of this Agreement.