Closing Modified Working Capital definition

Closing Modified Working Capital means the Modified Working Capital as of the close of business on the Closing Date.

Closing Modified Working Capital means, as of the Closing Date, the sum of (i) the book value of Inventory included in Acquired Assets less provisions for obsolescence and with reserves for damaged or defective or otherwise unmerchantable items and (ii) the net book value of Accounts Receivable included in the Acquired Assets less appropriate reserves for doubtful accounts minus the sum of (x) the current Accounts Payable of Seller included in the Assumed Liabilities and (y) the accrued expenses of Seller included in the Assumed Liabilities, in each case, (i), (ii), (x) and (y) above shall be determined using the same accounting methods and policies utilized in Seller’s past practices.

Closing Modified Working Capital means Assets minus Liabilities. The term “Assets” shall mean the amounts that, as of the Closing Date, correspond to the line items in the balance sheet dated December 31, 2002 that is a part of the Financial Statements (the “Balance Sheet”) under the captions “Trade and Other Receivables, Net,” “Cash,” “Other Receivables,” “Inventories,” and “Prepaid Expenses,” but not including any receivables owing to the Company by any of its affiliates. The term “Liabilities” shall mean the amounts that, as of the Closing Date, correspond to the line items in the Balance Sheet under the captions “Accounts Payable” and “Accrued Expenses,” but not including (A) any Accounts Payable or Accrued Expenses owing by the Company to any of its affiliates or (B) any Taxes other than current non-income Taxes not yet due and payable. Closing Modified Working Capital shall be calculated, subject to the exclusions described in the immediately preceding sentence, in the same way, using the same accounting principles, methods, practices and categories as were used by the Company in determining the amounts of such line items on the Balance Sheet, in accordance with the notes thereto and United States generally accepted accounting principles (“GAAP”).

Examples of Closing Modified Working Capital in a sentence

• Upon the definitive determination pursuant to Section 3.3.3 of the Closing Modified Working Capital, the Closing KBC Inventory, and the Closing Gramercy Inventory, the Final Purchase Price shall be calculated.

• Buyer’s Closing Schedule shall also set forth, and explain, in reasonable detail, any differences between Buyer’s calculation of Closing Modified Working Capital and the Target Closing Modified Working Capital.

• If no Seller's Dispute Notice is received by Purchaser within such 30-day period, Purchaser's calculation of Closing Modified Working Capital as set forth in Purchaser's Closing Schedule shall be final and binding upon the parties hereto.

• The Closing Modified Working Capital shall be calculated on the same basis as, and in accordance with, the sample calculation of Modified Working Capital as of August 31, 2003 attached as Exhibit E, except as expressly otherwise provided in Exhibit E.

• The “Post-Closing Adjustment” shall be equal to (a) the amount of the Modified Working Capital set forth in the Final Modified Working Capital Statement less the amount of the Modified Working Capital set forth in the Statement of Estimated Closing Modified Working Capital, minus (b) the amount of unfunded plan obligations set forth in the Final International Plans Statement.

• Seller will notify Buyer in writing (“Seller’s Dispute Notice”) within sixty (60) days after receiving Buyer’s Closing Schedule if Seller disagrees with Buyer’s calculation of the Closing Modified Working Capital as set forth in Buyer’s Closing Schedule, which notice shall set forth in reasonable detail the basis for such disagreement, the dollar amounts involved and Seller’s calculation of the Closing Modified Working Capital.

• Purchaser's Closing Schedule shall also set forth, and explain, in reasonable detail, any differences between Purchaser's calculation of Closing Modified Working Capital and the Target Closing Modified Working Capital.

• Seller will notify Purchaser in writing ("Seller's Dispute Notice") within 30 days after receiving Purchaser's Closing Schedule if Seller disagrees with Purchaser's calculation of the Closing Modified Working Capital as set forth in Purchaser's Closing Schedule, which notice shall set forth in reasonable detail the basis for such disagreement, the dollar amounts involved and Seller's calculation of the Closing Modified Working Capital.

• If no Seller’s Dispute Notice is received by Buyer within such sixty (60)-day period, Buyer’s calculation of Closing Modified Working Capital as set forth in Buyer’s Closing Schedule and the Closing Balance Sheet shall be final and binding upon the parties hereto.

• If the Acquiror does not deliver the Initial Modified Working Capital Statement to Instrumentarium within 60 Business Days after the Closing Date, then, at the election of Instrumentarium, either (i) Instrumentarium may prepare and present the Initial Modified Working Capital Statement within an additional 60 Business Days or (ii) the Statement of Estimated Closing Modified Working Capital shall become final and binding on the parties.

More Definitions of Closing Modified Working Capital

Closing Modified Working Capital has the meaning set forth in Section 2(b)(iii).

Closing Modified Working Capital has the meaning set forth in Section 3.3.1.