Company Closing Working Capital means the Net Working Capital of the Company and its Subsidiaries as of the Effective Time (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution).
Company Closing Working Capital shall have the meaning set forth in Section 2.6(a).
Company Closing Working Capital means the Net Working Capital of the Company and its Subsidiaries as of the Effective Time (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution or, for the avoidance of doubt, the Deferred Brazil Closing).
Examples of Company Closing Working Capital in a sentence
The Sellers shall cause the Company Closing Balance Sheet, the Company Closing Working Capital Statement and the calculations based thereon to be certified by the Chief Executive Officer and the Chief Financial Officer of the Company as having been prepared in accordance with the principles set forth below.
Purchaser shall have received the Company Closing Working Capital Statement.
The Company shall reasonably cooperate with Parent in supplying any other information Parent may reasonably request in order to verify the amounts reflected on the Company Closing Working Capital Statement.
The Company Closing Working Capital Statement and the Post-Closing Company Adjustment and the Parent Closing Working Capital Statement and the Post-Closing Parent Adjustment shall be final and binding on the Company and Parent.
More Definitions of Company Closing Working Capital
Company Closing Working Capital means: (i) the sum of the accounts receivable and inventory of the Company (excluding Closing Cash, income Tax Assets, fraud related receivables, deferred Tax Assets and other current assets) immediately before the Effective Time minus (ii) the accounts payable of the Company (excluding deferred Tax Liabilities, amounts included in the calculation of Company Indebtedness, Transaction Costs, fraud related reserves, operating lease Liabilities and other current Liabilities) immediately before the Effective Time, in each case determined in accordance with the Accounting Principles applicable to the Company and solely reflecting the categories of current assets and current Liabilities included in the calculation of Closing Working Capital for the Company as set forth on Exhibit B.
Company Closing Working Capital means the amount of Company Working Capital calculated immediately after the “Effective Time” as defined in the E-conolight Re-acquisition Agreement; provided, however, that (a) in calculating Company Closing Working Capital, (i) the excess of the original principal amount of the Falcon Acquisition Indebtedness over the Falcon Acquisition Price and (ii) any increase in Company Working Capital attributable to any Other Indebtedness incurred or assumed by the Company (on a consolidated basis) since May 28, 2011 shall be excluded, and (b) to avoid duplication in determining the Purchase Price Adjustment, in calculating Company Closing Working Capital, any E-conolight Working Capital acquired in connection with the E-conolight Re-acquisition shall not be considered in determining Company Closing Working Capital; and provided further that the Company’s entry into, and the transactions contemplated by, the Payoff Side Letter, including the payment of any Indebtedness of the Company (on a consolidated basis) by the Buyer prior to or in connection with the Closing, shall be disregarded for the purposes of calculating, and shall have no effect on, Company Closing Working Capital.
Company Closing Working Capital which shall include a variance analysis that summarizes and explains the changes reflected in the Company Closing Balance Sheet from the Current Balance Sheet for each balance sheet line item, and (C) the Company’s calculation of the Net Cash, the Preliminary Company Working Capital Adjustment Amount, the Estimated Adjustment Amount and the Adjusted Purchase Price based upon the foregoing statements prepared by the Company. The Sellers shall cause the Company Closing Balance Sheet, the Company Closing Working Capital Statement and the calculations based thereon to be certified by the Chief Executive Officer and the Chief Financial Officer of the Company as having been prepared in accordance with the principles set forth below. The Sellers shall cause the Company Closing Balance Sheet (x) to be prepared in accordance with GAAP (except that the Company Closing Balance Sheet may omit footnotes and other presentation items that may be required by GAAP) applied consistently with respect to the same accounting policies, practices and procedures used to prepare the Financials and the Current Balance Sheet, and (y) to fairly and accurately present the Sellers’ good faith best estimate (based on reasonable assumptions) of the balance sheet of the Company as of the Closing Date. The Sellers shall cause the Company Closing Working Capital Statement (x) except as set forth in the definition of “Working Capital,” to be prepared in accordance with GAAP applied consistently with respect to the same accounting policies, practices and procedures used to prepare the Financials, the Current Balance Sheet and the Company Closing Balance Sheet, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with the Year-End Financials and the Interim Financials, and (y) to fairly and accurately present the Company’s good faith best estimate (based on reasonable assumptions) of the Company Closing Working Capital. Purchaser shall have four (4) calendar days to review the Company’s Closing Balance Sheet, Company’s Closing Working Capital Statement and the attached calculations based thereon, after which, unless reasonably objected by Purchaser, for purposes of this Section 2.6, the Company Closing Balance Sheet and Company Working Capital Statement shall be binding on the Parties hereto, subject to the terms of Section 2.6(b).
Company Closing Working Capital means the Net Working Capital of the Company and its Subsidiaries as of the Effective Time (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution or, for the avoidance of doubt, the Deferred Brazil Closing). “Company Entity” means the Company, each entity that is, or prior to the Closing will become, a direct or indirect Subsidiary of the Company pursuant to the Carve-Out Restructuring and each entity that has contributed or transferred, or after the date hereof and prior to the Closing will contribute or transfer, substantially all of its assets to the Company or a direct or indirect Subsidiary of the Company pursuant to the Carve-Out Restructuring and, solely with respect to the Business, each entity that has contributed, or after the date hereof and prior to the Closing (or, solely with respect to the Brazil Business, prior to the Deferred Brazil Closing)