Closing Working Capital Assets means the aggregate of receivables (excluding receivables included within deferred income and VAT on such receivables within deferred income), prepayments (excluding FASB Asset and amounts corresponding to the line items "Other Debtors DLA" and "Escrow Ac-Esat"), inventories and work-in-progress as of the Closing Date and as set out on the Closing Date Balance Sheet (it being understood that Closing Working Capital Assets shall not include Cash Balances or amounts included in Intra-Group Indebtedness). For the avoidance of doubt, reference is hereby made to the Base Working Capital Schedule;
Closing Working Capital Assets means the sum of certain current assets of the Company and its Subsidiaries on a consolidated basis as of the close of business on the Closing Date, as such asset accounts are described on Exhibit I.
Closing Working Capital Assets means the sum of the following assets of the Acquired Companies as of the close of business on the Closing Date, as such asset accounts are set forth on the Current Balance Sheet, in each case determined consistent with past practice: (A) accounts receivable; (B) inventory; and (C) other current assets; provided, however, that in no event will Closing Working Capital Assets include any (1) current or deferred Tax assets or (2) amounts included in the Closing Cash Amount.
Examples of Closing Working Capital Assets in a sentence
For the avoidance of doubt and solely for the purposes of this Clause 7, (i) accounts included in fixed assets in the March Balance Sheet shall not be reallocated to balances included within the Closing Working Capital Assets; and (ii) accounts included in Current Assets in the March Balance Sheet shall not be reallocated to asset balances not included within Closing Working Capital Assets.
More Definitions of Closing Working Capital Assets
Closing Working Capital Assets means the aggregate amount, as of 11:59 p.m. local time on the Closing Date, of cash, accounts receivable, inventories and other current assets that are included in the Total Dearborn Assets.
Closing Working Capital Assets. Closing Working Capital Liabilities" and "Closing Net Amount" have the respective meanings given such terms in Section 4.2.
Closing Working Capital Assets. Closing Working Capital Liabilities" and "Closing Net Amount" have the respective meanings given such terms in Section 4.2. "Code" means the Internal Revenue Code of 1986, as amended.
Closing Working Capital Assets means the sum of the categories of assets of the Sold Companies and the Sold Subsidiaries set forth on Exhibit A-2 under the heading “Working Capital Assets”, on a combined basis, as of the Effective Time, in each case calculated strictly in accordance with the Accounting Methodology; provided, however, that in no event will Closing Working Capital Assets include any (a) Cash, (b) assets related or attributable to Taxes (including any deferred Tax assets),
Closing Working Capital Assets means the sum of the categories of assets of the Sold Companies and the Sold Subsidiaries set forth on Exhibit A-2 under the heading “Working Capital Assets”, on a combined basis, as of the Effective Time, in each case calculated strictly in accordance with the Accounting Methodology; provided, however, that in no event will Closing Working Capital Assets include any (a) Cash, (b) assets related or attributable to Taxes (including any deferred Tax assets), (c) Non-Business Assets, (d) Intercompany Accounts receivable, or (e) any other category of assets of the Sold Companies and the Sold Subsidiaries that are not expressly included as line items on Exhibit A-2 under the heading “Working Capital Assets”.
Closing Working Capital Assets means the sum of the categories of assets set forth on Exhibit A-2 under the heading “Working Capital Assets,” of the Asset Seller included in the Transferred Assets, on a consolidated basis, as of the Effective Time, in each case calculated strictly in accordance with the Accounting Methodology; provided, however, that in no event will Closing Working Capital Assets include any (i) Cash, (ii) assets related or attributable to Taxes (including any deferred Tax assets), (iii) Intercompany Accounts receivable or (iv) any Excluded Asset.
Closing Working Capital Assets means the sum of the categories of assets set forth on Exhibit A-2 under the heading “Working Capital Assets”, of each Asset Seller included in the Transferred Assets and such assets of the Sold Companies and the Sold Subsidiaries, on a consolidated basis, as of the Effective Time, in each case calculated in accordance with the Accounting Methodology; provided, however, that in no event will Closing Working Capital Assets include any (i) Cash, (ii) current or deferred assets related or attributable to Taxes (other than current assets related or attributable to Non-Income Taxes which, for the avoidance of doubt, shall be included as Closing Working Capital Assets), or (iii) Intercompany Account receivable. To the extent that a software license that is reflected as a pre-paid asset in Closing Working Capital Assets is not transferred directly or indirectly (and the benefits thereof are not provided pursuant to Section 3.6) to the Buyer (such that none of the Buyer or its Affiliates, including a Sold Company or Sold Subsidiary, has the benefit of such pre-paid license following the Closing) the value of such pre-paid asset shall not be a Closing Working Capital Asset for purposes of this Agreement. For the avoidance of doubt, any asset the benefit of which is provided solely pursuant to the Transition Services Agreement and not included in the Transferred Assets shall not be deemed a “Closing Working Capital Asset” for purposes of this Agreement.