Closing Date Working Capital Deficit definition

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.
Sample 1Sample 2Sample 3
Closing Date Working Capital Deficit means the amount, if any, by which the Closing Date Working Capital is less than $2,743,125.
Sample 1
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.
Sample 1

Examples of Closing Date Working Capital Deficit in a sentence

  • 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.

  • 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.

  • Chronicle's good faith estimate of the Closing Date Working Capital Deficit for purposes of this calculation shall reflect the estimate of assets and liabilities used in the preparation by Chronicle of the Closing Date Balance Sheet.

  • The Arbitrator’s determination shall be final and binding on the Parties for purposes of determining the Final Closing Date Working Capital Schedule, the Closing Date Working Capital and Closing Date Working Capital Surplus and Closing Date Working Capital Deficit.

  • If the Surviving Corporation disputes the amount of the Closing Date Working Capital Deficit as determined by Spinco, it shall deliver to Spinco within 30 days after its receipt of Spinco's statement a notice setting forth the basis of the dispute regarding the determination of the Closing Date Working Capital Deficit.

  • 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.

  • If the amount of cash transferred to Spinco by Chronicle on the date of this Agreement exceeds the amount of cash to be contributed by Chronicle to Spinco pursuant to Section 1.1(a)(iv), Spinco shall refund to the Surviving Corporation, in immediately available funds within five business days after the date on which the Closing Date Working Capital Deficit is finally determined pursuant to this Section 1.1(c), the amount of such excess.

  • The Closing Date Balance Sheet represents Chronicle's good faith estimate of those items constituting the Closing Date Working Capital Deficit, calculated in accordance with Section 3.1(b) of the Merger Agreement.

  • If the Surviving Corporation notifies Spinco of its acceptance of Spinco's statement, or if the Surviving Corporation fails to deliver a notice of a dispute within the 30-day period specified in the preceding sentence, Spinco's determination of the Closing Date Working Capital Deficit shall be conclusive and binding on the parties as of the last day of the 30-day period.


More Definitions of Closing Date Working Capital Deficit

Closing Date Working Capital Deficit means the amount, if any, by which Closing Date Current Liabilities exceed the Closing Date Current Assets.
Sample 1
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 .
Sample 1

Related to Closing Date Working Capital Deficit

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • 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 2.5(d).

  • Consolidated Working Capital Adjustment means, for any period of determination 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 all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • 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 2.8(b).

  • 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.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Target Working Capital Amount means $75,000,000.

  • Target Net Working Capital Amount means $5,000,000.

  • Working Capital Target means $0.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.