Closing Net Working Capital Amount definition

Closing Net Working Capital Amount means an amount determined as of 11:59 p.m. U.S. Eastern Time on the Closing Date equal to (a) the aggregate dollar amount of all Acquired Assets and assets of the Acquired Subsidiary (other than, in each case, Closing Business Cash, right-of use assets with respect to the Leases and, with respect to the Acquired Subsidiary, Tax assets (except for receivables of the Acquired Subsidiary for value-added Taxes, which shall be included as a current asset in the Closing Net Working Capital Amount)) properly characterized as current assets in accordance with the Working Capital Accounting Principles, less (b) the aggregate dollar amount of all Assumed Liabilities and Liabilities of the Acquired Subsidiary (other than, in each case, Lease Liabilities, Indebtedness, liabilities for Transfer Taxes described in Section 6.4(a) and liabilities for Property Taxes described in Section 6.4(b)) properly characterized as current liabilities in accordance with the Working Capital Accounting Principles (but, for the avoidance of doubt, without giving effect to any changes that arise solely as a result of the Transactions, including any acquisition accounting adjustments). A representative calculation of the Closing Net Working Capital Amount is attached hereto as Schedule 1.1(d).

Closing Net Working Capital Amount means the Current Assets less the Current Liabilities as of the Measurement Time; provided, that the Closing Net Working Capital Amount shall not take into account any assets or liabilities otherwise taken into account in calculating the Purchase Price pursuant to Section 2.2. Closing Net Working Capital Amount shall be determined and calculated in accordance with the Accounting Principles and in a manner consistent with the presentation in the Closing Net Working Capital Calculation Schedule.

Closing Net Working Capital Amount means the Net Working Capital Amount of the Company as of the Determination Time.

Examples of Closing Net Working Capital Amount in a sentence

• Seller shall provide Buyer and any accountants or advisors retained by Buyer with reasonable access to the Records of the Group Companies for the purpose of enabling Buyer and its accountants and advisors to calculate, and to review Seller’s calculation of the Estimated Closing Net Working Capital Amount, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses and Estimated Purchase Price.

• The accounts included in the Closing Statement, including the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and the Purchase Price, shall be prepared in accordance with the definitions herein and the Accounting Principles.

• The Expert Calculations shall reflect in detail the differences, if any, between the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, the Purchase Price, or Earn-Out Payment reflected therein and the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses or Purchase Price set forth in the Closing Statement or Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable.

• In the event any such notice of disagreement is timely provided by Seller, the Company and Seller shall use their reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses, the Actual U.K. Funding Amount or the Net Interim Period Adjustment Amount (or any element thereof).

• For the purposes of calculating the Closing Net Working Capital Amount, the amount of Receivables in Current Assets shall be calculated by multiplying (x) the aggregate amount of gross Receivables (excluding the Excluded Receivables) as of 11:59 p.m., New York local time, on the Closing Date, and (y) 0.50.

More Definitions of Closing Net Working Capital Amount

Closing Net Working Capital Amount shall have the meaning specified in Section 2.3.

Closing Net Working Capital Amount is defined in Section 2.4(a).

Closing Net Working Capital Amount means (a) the difference between (i) the Company’s Current Assets as of the Closing Date, and (ii) the Company’s Current Liabilities as of the Closing Date less (b) the Additional WC Adjustment.

Closing Net Working Capital Amount means (a) the aggregate dollar amount of all Transferred Assets (net of reserves) properly characterized as current assets under the Specified Accounting Principles (excluding cash and cash equivalents), less (b) the aggregate dollar amount of all Assumed Liabilities properly characterized as current liabilities under the Specified Accounting Principles (including any short-term or long-term deferred revenue), in the case of each of clause (a) and clause (b), as of the Calculation Time and calculated in accordance with the Specified Accounting Principles.

Closing Net Working Capital Amount means the aggregate amount, immediately prior to the Alternative Transaction Mergers, of the cash, other assets, and other liabilities, net, of Company, Company LP, and any other Company Subsidiary that is not acquired by Parent in the Alternative Transaction Mergers, excluding (i) the aggregate amount drawn under the revolving credit facility pursuant to Section 2.8(f)(iv), (ii) the aggregate amount of out-of-pocket costs described in clause (C) of Section 2.08(f)(v), (iii) the liabilities in respect of indebtedness described in clause (D) of Section 2.08(f)(v), (iv) the amount of all expenses described in clause (E) of Section 2.08(f)(v), and (v) any accrued liabilities in respect of the "Asset Management Fee" payable to the Advisor by Company in accordance with Section 9(b)(iii) of the Company Advisory Agreement in connection with the transactions contemplated by the Amended Merger Agreement, and (vi) intangible assets and intangible liabilities.

Closing Net Working Capital Amount means an amount determined as of 11:59 p.m. U.S. Eastern Time on the Closing Date equal to (a) the aggregate dollar amount of all Acquired Assets properly characterized as current assets in accordance with the Working Capital Accounting Principles, less (b) the aggregate dollar amount of all Assumed Liabilities properly characterized as current liabilities in accordance with the Working Capital Accounting Principles (but, for the avoidance of doubt, without giving effect to any changes that arise solely as a result of the Transactions, including any acquisition accounting adjustments, and excluding Closing Property Taxes allocated to the Seller under Section 6.4(b) and not yet paid by the Seller at or prior to the Closing). A representative example of the calculation of the Closing Net Working Capital Amount is attached hereto as Schedule 1.1(b). For the avoidance of doubt, the Closing Net Working Capital Amount shall be calculated assuming that all of the Acquired Assets (including the RTP Fab Acquired Assets) are being transferred as of 11:59 p.m. U.S. Eastern Time on the Closing Date and all of the Assumed Liabilities (including the RTP Fab Assumed Liabilities) are being assumed as of 11:59 p.m. U.S. Eastern Time on the Closing Date.

Closing Net Working Capital Amount means the Net Working Capital Amount of the Company as of 12:01 A.M. Eastern Time on the Closing Date;