Closing Working Capital Schedule definition

Closing Working Capital Schedule shall have the meaning set forth in Section 1.11(a) of the Agreement.

Closing Working Capital Schedule shall have the meaning set forth in Section 3.2(b).

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.

Examples of Closing Working Capital Schedule in a sentence

• The Seller shall have thirty (30) days following receipt of the Closing Working Capital Schedule delivered pursuant hereto during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute.

• 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.

• 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 the event that the Purchasing Parties object to any of the items in the Closing Working Capital Schedule, the Purchasing Parties shall, on or before the last day of such 60 day period, inform the Seller in writing (the "Purchasers' Objection"), setting forth a specific description of the basis of the Purchasers' Objection and the adjustments to the Closing Working Capital that the Purchasing Parties believe should be made.

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

• Final interview with presentation to Trustees (Duncan Shrubsole (Chair), Burphy Zumu, Dawn Reid and Olivia Gillan-Bower) and a staff member.Please note: we expect first and final interviews to be face-to-face in the Switchback office, however we will consider arranging for other meetings to be conducted remotely if required.Feedback As a small team we regret we are unable to provide feedback to candidates that are not selected for interview stage.

• If WAC and L-P do not reach agreement as to the content or preparation of the Closing Working Capital Schedule during such fifteen (15) day period, then WAC and L-P shall jointly engage KPMG Peat Marwick LLP or another mutually acceptable, internationally recognized, independent public accounting firm (the "INDEPENDENT AUDITOR") to resolve the dispute in a manner consistent with this SECTION 3.

• It is acknowledged and agreed that any items in the Closing Working Capital Schedule not set forth in the Purchasers' Objection shall be deemed to be conclusively accepted and approved by the Purchasing Parties.

• As promptly as practicable, but no later than 90 days after Closing, KPMG shall deliver to Seller and Purchaser its Proposed Closing Working Capital Schedule, together with a report to the effect that the Proposed Closing Working Capital Schedule presents fairly the Closing Working Capital in all material respects in accordance with GAAP or in accordance with the terms of this Agreement.

• DEFINITIONS University Property University Property is defined as any University owned, leased, rented or controlled building, residence, outdoor space or vehicle.

More Definitions of Closing Working Capital Schedule

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.