Final Closing Date Working Capital definition

Final Closing Date Working Capital means the Company’s Closing Date Working Capital as disclosed by the Final Closing Date Working Capital Statement.

Final Closing Date Working Capital has the meaning set forth in Section 2.3(e).

Final Closing Date Working Capital means the definitive Closing Date Working Capital agreed to (or deemed to be agreed to) by the Purchaser and the Seller in accordance with the terms of this Section 2.07(e) or resulting from the determinations made by the Independent Accounting Firm in accordance with this Section 2.07(e) (in addition to those items theretofore agreed by the Purchaser and the Seller).

Examples of Final Closing Date Working Capital in a sentence

• In no event shall Purchaser or one or more of its Designated Affiliates be liable for payments or accruals with respect to Accrued Vacation which exceeds the amount accrued for Accrued Vacation on the Final Closing Date Working Capital.

• For the avoidance of doubt, for purposes of computing the Final Closing Date Working Capital Amount and the Final Adjustment Amount Due, no cap or limitation on the upward or downward adjustment, if any, to the Purchase Price in respect of the Proposed Final Adjustment Amount Due, shall apply.

• In resolving any disputed item, the Arbitrating Accountant may not assign a value to such item greater than the greatest value for such item claimed by either party in the Final Closing Date Working Capital Statement or Dispute Notice or less than the lowest value for such item claimed by either party in the Final Closing Date Working Capital Statement or Dispute Notice.

• If the Final Closing Date Working Capital, as finally determined pursuant to this Section 2.2, is greater than the Estimated Closing Date Working Capital, then within five days following the final determination thereof, Buyers shall pay to Seller, by wire transfer of immediately available funds to the account or accounts designated in writing by Seller, the amount of such excess.

• The Purchase Price shall be adjusted following the Closing based on the difference between the Final Closing Date Working Capital and the Estimated Closing Date Working Capital determined pursuant to this Section 1.4, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.4(e).

More Definitions of Final Closing Date Working Capital

Final Closing Date Working Capital means the definitive Closing Date Working Capital, the term “Final Closing Date Cash” shall mean the definitive Closing Date Cash and the term “Final Assumed Indebtedness” shall mean the definitive Assumed Indebtedness, respectively, agreed to (or deemed to be agreed to) by Purchaser and Seller in accordance with the terms of Section 2.3(d) or the definitive Closing Date Financial Data resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.3(e) (in addition to those items theretofore agreed to by Seller and Purchaser).

Final Closing Date Working Capital means the Adjusted Working Capital as of the Closing Date as shown in the Preliminary Determination and, if a Notice of Disagreement was delivered pursuant to subpart (b) with respect to disputed items or amounts in the Preliminary Determination, as adjusted for the amounts set forth in the Review Report for such disputed items or amounts delivered pursuant to subpart (b), or as agreed by the Seller Representative and Purchaser, as applicable.

Final Closing Date Working Capital means the definitive Closing Date Working Capital, the term “Final YTD Capital Expenditures” shall mean the definitive YTD Capital Expenditures, the term “Final Closing Date Cash” shall mean the definitive Closing Date Cash and the term “Final Assumed Indebtedness” shall mean the definitive Assumed Indebtedness, respectively, agreed to (or deemed to be agreed to) by Purchaser and Seller in accordance with the terms of Section 2.3(d) or the definitive Closing Date Financial Data resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.3(e) (in addition to those items theretofore agreed to by Seller and Purchaser).”

Final Closing Date Working Capital means the consolidated Working Capital of the Acquired Entities as of 12:01 a.m. on the Closing Date as determined in accordance with Section 2.4.

Final Closing Date Working Capital. 2.07(e)(ii) “Final Term” 5.22(a) “Guarantees” 5.04(f) “Independent Accounting Firm” 2.07(e)(ii) “Initial Term” 5.22(a) “Initial Transfer Amount” 6.04(e) “Initial Transfer Date” 6.04(e) “Interest Rate” 2.07(d)(iii) “lease” 3.12(a) “Letter of Credit” 5.22(a) “Licenses and Permits” 2.01(a)(xiii) “LIFO” 3.07 “Loss” 8.02

Final Closing Date Working Capital means the Closing Date Working Capital as determined by (i) Section 2.6(b)(ii)(A), (ii) the Closing Date Working Capital Statement in the event that BPI fails to deliver a BPI Objection Notice within the Review Period, (iii) a Working Capital Settlement Agreement, or (iv) the Accountants’ Determination. If the Final Closing Date Working Capital has been determined to be less than the Estimated Closing Date Working Capital (the amount of such deficit, being referred to herein as the “Shortfall Amount”), then within ten (10) calendar days after the Final Determination Date, BPLA shall pay to Intcomex an amount equal to the Shortfall Amount. If the Final Closing Date Working Capital has been determined to be more than the Estimated Closing Date Working Capital (the amount of such excess, being referred to herein as the “Overpayment Amount”), then within ten (10) calendar days after the Final Determination Date, Intcomex shall pay to BPLA an amount equal to the Overpayment Amount. Such payments shall be made by wire transfer of immediately available funds to an account designated in writing by the applicable receiving Party.

Final Closing Date Working Capital. Amount” 1.11(h)(ii) “Gross Profit Statement” 1.12 (b) “HSR Act” 4.5 (c) “Indemnified Party” 8.3 (a) “Indemnifying Party” 8.3 (a) “Independent Accountants” 1.11 (f) “Intellectual Property Rights” 2.16 (a) “Inventions” 2.16 (a) “IP Contracts” 2.16 (c) “Leased Premises” 2.13 (b) “Leases” 2.13 (b) “LLC Law” 1.1 “Material Contracts” 2.14 (a) “Member Cash Payment” 1.10 (c) “Merger” Recital “Merger Consideration” 1.8 (b) “Most Recent Balance Sheet” 2.7 (a) “Non-Foreign Affidavit” 9.13 “Notice” 9.2 “NYPSC” 5.3 (m) “Options” 1.8 (c) “Option Cash Payment” 1.8 (c) “Option Holder” 1.8 (c) “Option Schedule” 4.10 (b) “Patent Rights” 2.16 (a) “Paying Agent” 1.9 (a) “Plans” 2.6 (a) “Position Statement” 1.11 (f) “Proposed Closing Date Working Capital Amount” 1.11 (a) “Proposed Earn-Out Payment” 1.12 (b) “Proposed Final Adjustment Amount Due” 1.11 (a) “Proceeding” 8.3 (a) “Purchase Price” 1.10 (a) “Registered Intellectual Property Rights” 2.16 (a) “Remaining Disputes” 1.11 (f) “Remaining Earn-Out Disputes” 1.12 (g) “Resolution Period” 1.11 (e) “Restraints” 5.1 (c) “Rules” 9.4 “Support Agreement” 5.3 (k) “Surviving Company” 1.1 “Tangible Assets” 2.17 “Tax Proceeding” 6.1 (c) “Technology” 2.16 (a) “Termination Date” 7.1(b)(ii) “Trademark Rights” 2.16 (a) “Trademarks” 2.16 (a) “Trade Secret Rights” 2.16 (a) “Works of Authorship” 2.16 (a)