Closing Working Capital of Sky definition

Closing Working Capital of Sky means, in each case as of the Closing Date in respect of the Contributed Assets and Contributed Obligations of the Xxxxxx Contributed Subsidiaries and Iris Contributed Subsidiaries, the value of the asset line items minus the liability line items set forth on Schedule 1.04.2, plus any other cash and cash equivalents and minus any other Indebtedness not already included in such schedule, provided, however, that if the Neo Divestiture Closings occur, then the “Closing Working Capital of Sky” will also include the Specified Net Assets Value, as defined and when finally determined under the Neo Divestiture Agreement to which Xxxxxx and Sky are parties.
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Closing Working Capital of Sky means, in each case as of the Closing Date in respect of the Contributed Assets and Contributed Obligations of the Xxxxxx Contributed Subsidiaries and Iris Contributed Subsidiaries, the value of the asset line items minus the liability line items set forth on Schedule 1.04.2, plus any other cash and cash equivalents and minus any other Indebtedness not already included in such schedule.
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Closing Working Capital of Sky means, in each case as of the Closing Date in respect of the Contributed Assets and Contributed Obligations of the Watson Contributed Subsidiaries and Iris Contributed Subsidiaries, the value of
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Examples of Closing Working Capital of Sky in a sentence

  • As of the Closing, such Contributed Subsidiary will not have any Indebtedness not included in the Closing Working Capital of Oracle or the Closing Working Capital of Sky, as applicable, except as otherwise contemplated under the Employee Matters Agreement.

  • No less than 10 Business Days prior to the Closing Date, each of Oracle and Xxxxxx will provide to each other (each with a copy to Iris) of a statement (each individually, an “Estimate Statement”) with such Parent’s good faith estimate of the Closing Working Capital of Oracle and Closing Working Capital of Sky, respectively (the “Estimated Oracle Closing Working Capital” and the “Estimated Sky Closing Working Capital,” respectively).

  • No less than 10 Business Days prior to the Closing Date, each of Oracle and Xxxxxx will provide to each other (in each case, with a copy to Iris) a statement (each individually, an “Estimate Statement”) with such Parent’s good faith estimate of the Closing Working Capital of Oracle and Closing Working Capital of Sky, respectively (the “Estimated Oracle Closing Working Capital” and the “Estimated Sky Closing Working Capital,” respectively).

  • No less than 10 Business Days prior to the Closing Date, each of Oracle and Watson will provide to each other (each with a copy to Iris) of a statement (each individually, an “ Estimate Statement”) with such Parent’s good faith estimate of the Closing Working Capital of Oracle and Closing Working Capital of Sky, respectively (the “Estimated Oracle Closing Working Capital” and the “Estimated Sky Closing Working Capital,” respectively).

Related to Closing Working Capital of Sky

  • 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.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

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

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

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

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

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

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Base Working Capital means $25,000,000.

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

  • Target Working Capital means $0.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

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

  • Working Capital Warrants shall have the meaning given in the Recitals hereto.

  • 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).

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

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

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Working Capital means, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

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

  • 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.

  • 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.

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • 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;