Closing Working Capital Surplus definition

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

Closing Working Capital Surplus means an amount, if any, by which the Closing Working Capital is greater than the Closing Working Capital Target.

Closing Working Capital Surplus means the amount, if any, by which the Closing Working Capital exceeds the Target Working Capital.

Examples of Closing Working Capital Surplus in a sentence

• 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”).

• 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.

• The “Estimated Purchase Price” is an amount equal to the Purchase Price, plus the Closing Working Capital Surplus (if any) set forth in the Estimated Closing Statement, minus the Closing Working Capital Deficit (if any) set forth in the Estimated Closing Statement, minus the Other Adjustments set forth in the Estimated Closing Statement.

• 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”).

• The Closing Date Working Capital Statement shall set forth Buyer’s calculation of the amount of Closing Working Capital Shortfall or Closing Working Capital Surplus, as applicable.

More Definitions of Closing Working Capital Surplus

Closing Working Capital Surplus means the amount by which the Closing Working Capital is greater than $31,020,000.

Closing Working Capital Surplus or “Closing Working Capital Deficiency”), and (iv) the final amount of Growth Capital Expenditures expended through the Effective Time (the “Closing Growth Capital Expenditures”). The Final Balance Sheet shall be prepared in accordance with the Agreed Accounting Principles. Following the delivery of the Final Balance Sheet and Final Closing Statement to the Representatives, Parent and the Surviving Company shall afford the Representatives and their representatives the opportunity to examine the Final Balance Sheet, the Final Closing Statement and such supporting schedules, analyses, workpapers, including any audit workpapers, and other underlying records or documentation, as are requested and reasonably necessary and appropriate. Parent and the Surviving Company shall cooperate fully and promptly with the Representatives and their representatives in such examination, including providing answers to reasonable questions asked by the Representatives and their representatives and access to records, and, if applicable, to outside consultants. Notwithstanding the foregoing provisions of this Section 2.10(a), Parent and the Surviving Company shall not be required to grant access or furnish information to the Representatives or their representatives to the extent that such information is subject to an attorney/client or attorney work product privilege.

Closing Working Capital Surplus or “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 Surplus or “Closing Working Capital Deficiency,” as the case may be), and (iv) the Company Transaction Costs that were not Paid Company Transaction Costs (the “Closing Company Transaction Costs”) in each case, as of such time and date. The Closing Balance Sheet shall be prepared in accordance with this Agreement and GAAP in a manner consistent with, and using the same principles, policies, methods and practices used in, the preparation of the Financial Statements; provided that in the event of a conflict between GAAP and the preparation of the Financial Statement, GAAP shall prevail. Following the delivery of the Closing Balance Sheet to the Representative, Parent and the Surviving Corporation shall afford the Representative and its representatives the opportunity to examine the Closing Balance Sheet, and such supporting schedules, analyses and other underlying records or documentation as are reasonably necessary and appropriate. Parent and the Surviving Corporation shall reasonably cooperate with the Representative and its representatives in such examination, including providing answers to questions asked by the Representative and its representatives, and Parent and the Surviving Corporation shall promptly make available to the Representative and its representatives any records that are reasonably requested by the Representative and its representatives.

Closing Working Capital Surplus means the Working Capital Surplus determined on the Closing Date.

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

Closing Working Capital Surplus means zero.