Closing Date Working Capital Amount definition

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 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.

Closing Date Working Capital Amount means the Net Working Capital as of the Effective Time.

Examples of Closing Date Working Capital Amount in a sentence

• 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.

• If, pursuant to Section 1.8(a) above, a dispute exists as to the final determination of the Actual Closing Date Working Capital Amount, the Surviving Corporation and Sellers shall promptly pay to the other, as appropriate in accordance with Sections 1.8(c)(i) and 1.8(c)(ii), such amounts as are not in dispute, pending final determination of such dispute pursuant to Section 1.8(b).

• 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.

• 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 Closing Date Working Capital Amount shall be calculated in accordance with the Sample Working Capital Calculation and GAAP, using the policies, conventions, methodologies used by the Company in preparing the Audited Financial Statements, as of and for the period ended December 31, 2012, subject to exceptions for customary year-end adjustments.

More Definitions of Closing Date Working Capital Amount

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 an amount equal to the sum of: (i) the Consolidated Working Capital Assets reflected in the Closing Date Balance Sheet; minus (ii) the Consolidated Working Capital Liabilities reflected in the Closing Date Balance Sheet.

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 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, as of a specified date, the positive or negative amount equal to the difference between (a) the Current Assets of the Business and (b) the Current Liabilities of the Business, in each case, calculated as of 11:59 p.m. New York time on the date immediately preceding the Closing Date.