Closing Working Capital Schedule definition

Closing Working Capital Schedule shall have the meaning set forth in Section 3.4(a).

Closing Working Capital Schedule has the meaning set forth in Section 2.8(a) of the Agreement.

Closing Working Capital Schedule. (attached as Schedule 1.5(a)) setting forth (i) calculations of such current assets and current liabilities of the Business as of the Effective Date, and (ii) the working capital (the “Working Capital”) as of such date. The Closing Working Capital Schedule shall be prepared, and the current assets and current liabilities must be calculated. As used in this Agreement, “Working Capital” shall mean the total current assets (excluding cash on hand, cash in banks and any accounts receivable outstanding 90 or more days from the date of invoice) included in the assets of the Company less the Company’s accounts payable, accrued payroll, accrued workers’ compensation expense and other accrued expenses incurred in the ordinary course of business (“Accrued Expenses”), each calculated as of the Effective Date.

Examples of Closing Working Capital Schedule in a sentence

• The Closing Working Capital Schedule shall be prepared in accordance with GAAP.

• All notices, requests, demands and other communications, including but not limited to, the Closing Working Capital Schedule, the EBITDA Statement and the Adjustment Report required or permitted to be given hereunder will be by hand-delivery, certified or registered mail, return receipt requested; fax, or overnight courier to the parties set forth below.

• In making its determination, the Neutral Auditor shall (i) be bound by the terms and conditions of this Agreement, including the definition of Closing Working Capital, Schedule IV and the terms of this Section 1.4(a), and (ii) not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either Seller or Buyer or that is less than the lowest value for such amount claimed by either Seller or Buyer.

• The Closing Working Capital Schedule shall be prepared in accordance with the Calculation Principles.

• The Closing Working Capital Schedule shall be prepared, and the current assets and current liabilities must be calculated.

• All Inventory, whether reflected on the Financial Statements or subsequently acquired prior to the Closing Date, is of good and merchantable first quality and saleable in the ordinary course of business, and the Inventory as of the Closing Date is not subject to any write-down or write-off not reflected in the Closing Working Capital Schedule.

• During such period, the Purchasing Parties shall provide the Seller and its Representatives with all data and financial statements reasonably requested by the Seller, and full access to the Books and Records, any other information, and to any employees to the extent necessary for the Seller to prepare the Closing Working Capital Schedule.

• On the first anniversary of the Closing Date, the remaining principal balance of the Seller Note shall be reduced by the sum of (a) the lesser of (i) eighty percent (80%) of the value of any Inventory included on the Closing Working Capital Schedule and specifically set forth on Schedule 8.14 that has not been sold, or (ii) $130,000, and (b) interest paid on the Seller Note from and after the Closing Date attributable to the amount of the principal reduction in (a) above.

• To the extent that any Liability appearing on the Closing Working Capital Schedule is not otherwise an Assumed Liability pursuant to this Section 2.3, the Purchasing Parties shall assume and shall pay, perform and discharge when due such Assumed Liability.

• For fifteen (15) days after the delivery to L-P of any Adjustment Request, WAC and L-P shall discuss WAC's proposals in the Adjustment Request in order to reach agreement upon appropriate adjustments to the Closing Working Capital Schedule.

More Definitions of Closing Working Capital Schedule

Closing Working Capital Schedule is defined in Section 2.1.3(a). "Closing Date" is defined in Section 2.2. "Code" is defined in Section 3.25(d). "Commitment" is defined in Section 5.1.8. "Common Control Entity" is defined in Section 3.25(d). "Company" is defined in the first "Whereas" clause. "Company Financial Statements" is defined in Section 3.9. "Contracts" is defined in Section 3.20. "Convertible Notes" is defined in Section 2.1. "Disputed Claim" is defined in Section 7.3(b). "EBITDA" is defined in Section 2.1.2(ii). "EBITDA Base" is defined in Section 2.1.5(a). "EBITDA Notes" is defined in Section 2.1. "EBITDA Payment" is defined in Section 2.1.5. "EBITDA Statement" is defined in Section 2.1.3. "Employee Plan" is defined in Section 3.25. "Employment Agreement" is set forth in Exhibit 2.3(f) "ERISA" is defined in Section 3.25. "Estimated Purchase Price" is defined in Section 2.1. "Final Closing Working Capital Schedule" is defined in Section 2.1.3.