Closing Working Capital Value definition

Closing Working Capital Value means the Working Capital Value as of the Closing Date.
Sample 1Sample 2
Closing Working Capital Value shall be determined in accordance with the principles and policies employed in the preparation of the Reference Statement and shall mean the Current Assets of the Acquired Business less the Current Liabilities of the Acquired Business, as adjusted as set forth on the Reference Statement, and as of the Closing Date, but immediately prior to the Closing. For the avoidance of doubt, the Closing Working Capital Value shall not reflect any liability for, or credits or refunds of, Income Taxes of the Seller, the Retained Subsidiaries or the Acquired Entities or any Excluded Assets or Excluded Liabilities. Any amounts which are to be included in any calculation of Closing Working Capital Value which are expressed in a currency other than U.S. dollars shall be converted into U.S. dollars at the Exchange Rate.
Sample 1Sample 2
Closing Working Capital Value shall have the meaning set forth in Section 2.8(b) hereof.
Sample 1

Examples of Closing Working Capital Value in a sentence

  • The process set forth in this Section 3.2 shall be the exclusive remedy of the Parties for any disputes related to items reflected on the Preliminary Statement or covered by the calculation of the Closing Working Capital Value, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties.

  • All fees and costs of the Designated Arbitrator, if any, shall be paid by the Party whose Closing Working Capital Value is rejected by the Designated Arbitrator.

  • The Preliminary Statement shall include Buyer’s calculation of Closing Working Capital Value.

  • If proper Objection is timely delivered, then Seller and Buyer shall endeavor in good faith to resolve the Objection Disputes and to agree on a mutually acceptable calculation of the Closing Working Capital Value.

  • The Sellers shall pay to Buyer, within five (5) days following the filing of such Tax Returns by Buyer, an amount equal to the portion of their Taxes with respect to such Tax Returns which relates to any taxable period, or portion thereof, ending on or before the Closing Date, except to the extent such Taxes are accrued as a liability for purposes of calculating either the Closing Working Capital Value or Net Income Tax Liabilities as of the Closing Date.

  • The Designated Arbitrator shall be instructed to set forth a procedure which shall be acceptable to the Parties to provide for prompt resolution and make its determination in respect of the Closing Working Capital Value within thirty (30) days following its retention.

  • If, within forty-five (45) days following delivery of the Objection, Seller and Buyer have not resolved all Objection Disputes and agreed to the Closing Working Capital Value, then Buyer and Seller shall engage one of the so-called “big-four” accounting firms (other than Seller’s Auditors or the auditors used by Buyer or its Affiliates), reasonably acceptable to Seller and Buyer (the “Designated Arbitrator”), to resolve any unresolved Objection Disputes.

  • The Closing Working Capital Value shall be determined in accordance with the Reference Statement.

  • Not later than seventy-five (75) days after the Closing Date, Buyer shall deliver to Seller a statement of the Closing Working Capital Value (the “Preliminary Statement”).

  • Each Party shall submit to the Designated Arbitrator and exchange with each other, on a schedule to be determined by the Designated Arbitrator, a proposed Closing Working Capital Value, together with a statement, including all supporting documents or other evidence upon which it relies, setting forth such Party’s explanation as to why its proposal is reasonable and appropriate.


More Definitions of Closing Working Capital Value

Closing Working Capital Value means, as of the close of business on the Business Day immediately prior to the Business Day Closing Date, the sum of (a) current trade accounts receivable (net of proper reserves) included in the Transferred Assets or held by the NACGI Companies, (b) unbilled revenue of the NACGI Companies and (c) prepaid expenses included in the Transferred Assets or held by the NACGI Companies, minus the sum of (i) accounts payable of NAEL and the NACGI Companies, (ii) accrued liabilities of NAEL and the NACGI Companies (iii) Closing Future Tax Liabilities and (iv) bank overdrafts and outstanding cheques of NAEL and the NACGI Companies (to the extent not otherwise included in current liabilities), all determined in accordance with Exhibit 2.5(a) to the Agreement and, to the extent not inconsistent therewith, GAAP.
Sample 1
Closing Working Capital Value shall be determined in accordance with the principles employed in Schedule 1.1 hereto.
Sample 1
Closing Working Capital Value means the following amount determined as of the close of business on the Business Day immediately prior to the Closing Date: the sum of (i) current trade accounts receivable (net of appropriate reserves) of the Poco Companies on a consolidated basis, (ii) Inventories (net of appropriate reserves and allowances, excluding the FIFO reserve) of the Poco Companies, and (iii) other current assets of the Poco Companies, including prepaid expenses properly classified as current assets of the Poco Companies, but excluding tax receivables and other tax assets, where each of clauses (i) – (iii) are determined in accordance with GAAP applied on a basis consistent with the Financial Statements, minus the sum of (x) trade accounts payable of the Poco Companies, (y) accrued current liabilities of the Poco Companies, where both clauses (x) and (y) are determined in accordance with GAAP applied on a basis consistent with the Financial Statements. For the avoidance of doubt, the sum of (x) and (y) will exclude (A) the combined balance sheet item (in the combined balance sheets included in the Financial Statements) of accrued pension and other postretirement benefit liabilities; (B) deferred Tax assets and liabilities;
Sample 1
Closing Working Capital Value means the following amount determined as of the close of business on the Business Day immediately prior to the Closing Date: the sum of (i) current trade accounts receivable (net of appropriate reserves) of the Poco Companies on a consolidated basis, (ii) Inventories (net of appropriate reserves and allowances, excluding the FIFO reserve) of the Poco Companies, and (iii) other current assets of the Poco Companies, including prepaid expenses properly classified as current assets of the Poco Companies, but excluding tax receivables and other tax assets, where each of clauses (i) – (iii) are determined in accordance with GAAP applied on a basis consistent with the Financial Statements, minus the sum of (x) trade accounts payable of the Poco Companies, (y) accrued current liabilities of the Poco Companies, where both clauses (x) and (y) are determined in accordance with GAAP applied on a basis consistent with the Financial Statements. For the avoidance of doubt, the sum of (x) and (y) will exclude (A) the combined balance sheet item (in the combined balance sheets included in the Financial Statements) of accrued pension and other postretirement benefit liabilities; (B) deferred Tax assets and liabilities; (C) intercompany obligations; and (D) any liability related to Options and Warrants accrued between the date hereof and the Closing Date. To further clarify this formula, the parties agree to use only the general ledger accounts set forth on Exhibit B hereto and incorporated herein, to calculate the Closing Working Capital Value, provided that the Poco Companies continue to record all items set forth above in such accounts and do not create any new general ledger accounts or begin recording items previously recorded in the general ledger accounts set forth on Exhibit B hereto in different general ledger accounts between the date hereof and Closing.
Sample 1
Closing Working Capital Value means Working Capital Value at Closing, and the term “Working Capital Value” shall mean the result, in dollars, of subtracting the Working Capital Liabilities from the Working Capital Assets, calculated in accordance with Section 4.6 below.
Sample 1

Related to Closing Working Capital Value

  • 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.

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

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

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

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

  • 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).

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

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

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

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

  • 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;

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • 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.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

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

  • Target Net Working Capital Amount means $5,000,000.

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

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

  • 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.

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

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Target Working Capital means $0.

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

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

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.