Closing Date Working Capital Deficit means the amount, if any, by which (i) the Current Liabilities as of the Cutoff Time exceed (ii) the Current Assets as of the Cutoff Time; provided that if such Current Liabilities are equal to or less than such Current Assets, then the Closing Date Working Capital Deficit shall be zero.

Closing Date Working Capital Deficit means the amount by which (i) the Current Liabilities, as reflected on the Closing Date Balance Sheet finally determined in accordance with Section 2.7, exceed (ii) the Current Assets, as reflected on the Closing Date Balance Sheet as finally determined in accordance with Section 2.7.

Closing Date Working Capital Deficit means the amount, if any, by which the Closing Date Working Capital is less than $2,743,125.

Examples of Closing Date Working Capital Deficit in a sentence

The purchase price for the Purchased Assets (the “Purchase Price”) shall be equal to (i) Seven Hundred Forty Million Dollars ($740,000,000), plus (ii) the Closing Date Working Capital Amount, or minus (iii) the Closing Date Working Capital Deficit.
In determining the Closing Date Working Capital Amount or the Closing Date Working Capital Deficit, as the case may be, Buyer and Seller shall prorate all income earned and all expenses incurred in connection with the Business and operation of the Stations as of the Cutoff Time.
Within ninety (90) days after the Closing Date, Buyer will deliver to Seller a statement (the “Closing Statement”) prepared in accordance with the Accounting Principles setting forth Buyer’s computation of the Purchase Price, including the Closing Indebtedness, the Transaction Expenses, the Closing Date Working Capital, and the Closing Date Working Capital Deficit or Closing Date Working Capital Surplus, as applicable.

More Definitions of Closing Date Working Capital Deficit

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. In the event Seller objects to the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation, Seller shall give a written notice to Buyer specifying its objections in reasonable detail and the basis therefor, prior to expiration of the Review Period (“Objection Notice”). During the fifteen (15) Business Day period following Buyer’s receipt of the Objection Notice (the “Resolution Period”), Buyer and Seller shall attempt to resolve the differences specified in the Objection Notice and any resolution by them (evidenced in writing) of such differences (the “Agreed Adjustments”) shall be final, binding and conclusive. In the event Buyer and Seller resolve all disputed items set forth in the Objection Notice by the Agreed Adjustments, the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price and the Preliminary Closing Date Working Capital Calculation, in each case as adjusted by the Agreed Adjustments, shall become (x) the “Closing Date Balance Sheet,” (y) the “Purchase Price” and (z) the “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 Deficit means the amount, if any, by which Closing Date Current Liabilities exceed the Closing Date Current Assets.

Related to Closing Date Working Capital Deficit

Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net Working Capital.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Date Cash has the meaning specified in Section 3.4(a).
Final Closing Working Capital has the meaning set forth in Section 2.4(e).
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.
Working Capital Amount shall have the meaning specified in Section 3.4(e).
Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash Amount shall have the meaning set forth in Section 2.05(a)(ii).
Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Target Working Capital Amount means $162,000,000.
Working Capital Target has the meaning set forth in Section 1.7(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Net Working Capital Target means $0.00.

Closing Date Working Capital Deficit definition

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