Closing Working Capital Deficiency definition

Closing Working Capital Deficiency has the meaning set forth in Section 2.05(a).

Closing Working Capital Deficiency means an amount, if any, equal to the amount by which the Base Working Capital exceeds the Estimated Closing Working Capital.

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

Examples of Closing Working Capital Deficiency in a sentence

• The Closing Working Capital Deficiency (if any) shall be payable by Seller to Buyer in cash at Closing and the Closing Working Capital Excess (if any) shall be payable by Buyer to Seller in cash at Closing.

• At the Closing, Buyer shall pay to Seller the amount in cash calculated as follows (the “Closing Date Payment”): (i) Base Price, plus (ii) Estimated Closing Working Capital Surplus (if any), plus (iii) Estimated Closing Cash, minus (iv) Estimated Indebtedness, minus (v) Estimated Seller Transaction Expenses, minus (vi) Estimated Closing Working Capital Deficiency (if any).

• The Preliminary Closing Balance Sheet shall also include a schedule indicating the calculation of the Net Worth and the Closing Working Capital Deficiency, if any, of the Power Generation Business as of the Closing Date.

• The Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Closing Working Capital Surplus or Estimated Closing Working Capital Deficiency (as applicable), as so agreed will be utilized for the cash payment made at the Closing as contemplated by Section 1.10(c).

• For the avoidance of doubt, only the categories and line items set forth on Exhibit C shall be taken into account in calculating the Closing Working Capital Surplus or Closing Working Capital Deficiency, notwithstanding that GAAP may require additional categories of current liabilities or current assets to be included in a GAAP presentation of Working Capital.

• From and after 12:01 A.M. Central time on the Closing Date through the Closing, no Acquired Company shall pay or otherwise remit or distribute any Cash to any Person (other than payments to unaffiliated third-party trade creditors in the ordinary course of business in respect of liabilities included in Closing Working Capital taken into account in calculating the Closing Working Capital Surplus or Closing Working Capital Deficiency, as applicable).

• The portion of the Purchase Price to be paid at the Initial Closing shall be calculated as follows: (A) Three Billion Four Hundred Fifty Million Dollars ($3,450,000,000), plus (B) an amount equal to the Estimated Closing Cash, plus or minus, as applicable, (C) the Estimated Closing Working Capital Surplus or the Estimated Closing Working Capital Deficiency, if any, payable in cash (the “Closing Purchase Price Payment”).

• The aggregate purchase price for the Membership Interests shall be $270,000,000 (the “Base Purchase Price”), minus (i) the amount of Closing Indebtedness, minus (ii) the Company Transaction Costs, minus (iii) the Closing Working Capital Deficiency, if any, plus (iv) the Closing Working Capital Surplus, if any, plus (v) the amount of Closing Cash (the “Purchase Price”).

• Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to Seller, as the purchase price for the Shares, an aggregate amount equal to Base Price, plus Closing Cash, plus Closing Working Capital Surplus (if any), minus Company Indebtedness, minus Seller Transaction Expenses, minus Closing Working Capital Deficiency (if any) (as adjusted pursuant to Section 2.03, the “Purchase Price”).

More Definitions of Closing Working Capital Deficiency

Closing Working Capital Deficiency as the case may be). The Final Balance Sheet shall be prepared in accordance with this Agreement in a manner consistent with, and using the same principles, policies, methods and practices used in, the preparation of the Financial Statements, except that it shall give effect to the Pre-Closing Transfer. Following the delivery of the Final Balance Sheet to Contributor, Acquirer shall afford Contributor and its Representatives the opportunity to examine the Final Balance Sheet, and such supporting schedules, analyses, workpapers, including any audit workpapers, and other underlying records or documentation as are reasonably necessary and appropriate. Acquirer shall cooperate fully and promptly with Contributor and its Representatives in such examination, including providing answers to questions asked by Contributor and its Representatives, and Acquirer shall promptly make available to Contributor and its Representatives any records under the reasonable control of Acquirer that are requested by Contributor and its Representatives.

Closing Working Capital Deficiency the excess of (a) current liabilities of the Power Generation Business minus current assets (excluding any accruals for POSCO Bonuses and excluding any prepaid Taxes and other prepaid expenses relating solely to the conduct of the Power Generation Business prior to the Closing Date) of the Power Generation Business (as of the Closing Date), over (b) four million five hundred thousand US dollars ($4,500,000), as reflected on the Final Closing Balance Sheet (after giving effect to any payments or adjustments made in connection with the Closing Payment and the Adjusted Closing Payment to satisfy Seller's obligations under Section 8.15 or with respect to an Interim Net Worth Deficiency or Closing Net Worth Deficiency). Attached as Exhibit A is an example of the calculation of the Working Capital Deficiency based on the Financial Statements, as if the Closing had occurred on December 31, 1994.

Closing Working Capital Deficiency shall be an amount equal to (x) $0 (zero dollars) minus (y) the Closing Working Capital, provided that if such amount is less than zero, then the Closing Working Capital Deficiency shall be deemed to be zero.

Closing Working Capital Deficiency means the excess, if any, as of the close of business on the Business Day immediately prior to the Closing Date, of Reference Working Capital Value over Closing Working Capital Value.

Closing Working Capital Deficiency is defined in Section 1.9(d)(i)(A).