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
The determination of the Closing Date Working Capital Amount by the Firm will be conclusive and binding upon the Surviving Corporation, the Sellers’ Representative and the Sellers.
The Firm’s determination will be based on such review as the Firm deems necessary to make its determination, and on the definition of the Closing Date Working Capital Amount included herein.
Such payment shall be made by Buyer to Seller in cash, by cashier’s or certified check, or by wire transfer of immediately available funds in United States Dollars to the accounts designated by Seller pursuant to the immediately preceding sentence.(ii) If the Actual Closing Date Working Capital Amount is less than the Baseline Working Capital Amount, Buyer shall be entitled to receive an amount by which (A) the Baseline Working Capital Amount exceeds (B) the Actual Closing Date Working Capital Amount.
If the Sellers’ Representative does not deliver an Objection Notice within such thirty (30) calendar day period, then the Closing Date Working Capital Amount shall be deemed to be finally determined.
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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 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 2.10.
Closing Date Working Capital Amount has the meaning specified in Section 2.07.
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.
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 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 Working Capital Amount as determined in accordance with US GAAP, consistent with TDK’s past practices, reflected on the Closing Date Balance Sheet in Japanese yen and as converted into Dollars using the average of the currency exchange rates reported by the WSJ, or, if not reported thereby, as reported by any other authoritative source, on each of the thirty (30) Trading Days preceding the Closing Date. In connection with the preparation of the Closing Date Balance Sheet, it is expected that Imation’s independent accountants will, within two (2) days prior to and four (4) days after the Closing, take a physical inventory of all product stocks other than those on consignment, which inventory TDK’s independent accountants shall be permitted to observe. Subject to TDK’s compliance with the standard “hold harmless” requirements of Imation’s accountants, Imation shall make the workpapers and back-up materials used in preparing the Closing Date Balance Sheet available to TDK and its accountants and other representatives at reasonable times and upon reasonable notice in connection with (i) the review by TDK of the Closing Date Balance Sheet and (ii) the resolution by Imation and TDK of any objections to the Closing Date Balance Sheet.