Closing Date Working Capital Amount means the amount, if any, by which (i) the Current Assets as of the Cutoff Time exceed (ii) the Current Liabilities as of the Cutoff Time; provided that if such Current Assets are equal to or less than such Current Liabilities, then the Closing Date Working Capital Amount shall be zero.
Closing Date Working Capital Amount means the Working Capital determined as of the Closing Date based upon the Closing Date Balance Sheet.
Closing Date Working Capital Amount means the amount calculated in accordance with Schedule 1.1.1 (ii) on the basis of the relevant G/L Code items as set forth in the Closing Accounts, as finally determined in accordance with Clause 3.2.
Examples of Closing Date Working Capital Amount in a sentence
Notwithstanding anything in this Agreement to the contrary, it is the intent of the Parties that no double counting shall occur with respect to amounts taken into account in the determination of Closing Date Indebtedness, Cash and Cash Equivalents, Unpaid Transaction Expenses, the Closing Date Working Capital Amount and the Sellers’ Expense Fund Amount, and this Agreement shall be interpreted consistent therewith.
More Definitions of Closing Date Working Capital Amount
Closing Date Working Capital Amount means the amount (expressed as a positive number), if any, by which (i) the Current Assets, as reflected on the Closing Date Balance Sheet as finally determined in accordance with Section 2.8, exceed (ii) the Current Liabilities, as reflected on the Closing Date Balance Sheet as finally determined in accordance with Section 2.8; provided that if such Current Assets are equal to such Current Liabilities, then the Closing Date Working Capital Amount shall be zero.
Closing Date Working Capital Amount has the meaning specified in Section 2.07.
Closing Date Working Capital Amount or the “Closing Date Working Capital Deficit,” as the case may be, respectively, for all purposes of this Agreement, including for purposes of determining the adjustment payment (if any) specified in Section 2.9.
Closing Date Working Capital Amount means the Net Working Capital as of the Effective Time.
Closing Date Working Capital Amount means the current assets of the Companies minus the current liabilities of the Companies determined as of 11:59 p.m. on the Closing Date as determined in accordance with GAAP using the same methodology as was used in preparing the June 30 Balance Sheets; provided that (i) current assets shall not include and current liabilities shall not be reduced by (A) any Income Tax assets and (B) any asset related to the sale, lease or other disposition of long-term asset of the Companies, (C) any cash deposited or escrowed with a third-party that supports obligations of the Companies, and (D) any spare parts or equipment in inventory that are not expected to be used within twelve (12) months (which spare parts or equipment, the parties agree, is reflected as of the Execution Date, on the attached Schedule I-3; (ii) current liabilities shall not include liabilities related to Income Taxes, and (iii) the Closing Date Working Capital Amount shall be determined without regard to Intercompany Receivables and Intercompany Payables (other than the RES Payable, which shall be included as a current liability).
Closing Date Working Capital Amount means the difference between (a) the amount of total Current Assets of the Xxxxxx Group; and (b) the amount of total Current Liabilities of the Xxxxxx Group.
Closing Date Working Capital Amount means the difference between (a) the total Current Assets of the Company and (b) the total Current Liabilities of the Company, in each case calculated as of the close of business on the Business Day immediately prior to the Closing Date. As an example only, the calculation of the Closing Date Working Capital Amount reflecting the foregoing methodology as if the Closing Date had been June 30, 2011 is set forth on Exhibit A.