Net Working Capital as of the Closing Date definition

Net Working Capital as of the Closing Date means the Company’s (x) current assets less (y) current liabilities as of the Closing Date.

Net Working Capital as of the Closing Date means the Company’s (x) current assets less (y) current liabilities as of the Closing Date. “Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

Net Working Capital as of the Closing Date means the dollar amount equal to (i) the book value of the Company and the Subsidiaries’ accounts receivable, accrued receivables, prepaid expenses (both current and long term), cash and cash equivalents, if any, and other current assets as of the close of business on the Closing Date minus (ii) the book value of the Company and the Subsidiaries’ accounts payable and accrued liabilities as of the close of business on the Closing Date, in each case determined in accordance with GAAP consistently applied, but without giving effect to any purchase accounting or other adjustments resulting from or related to the consummation of the transactions contemplated by this Agreement (other than the other transactions contemplated by Section 2.1, it being understood that the Excluded Assets and the Excluded Liabilities shall not be included as assets or liabilities of the Company or any Subsidiary in determining the Net Working Capital as of the Closing Date).

Examples of Net Working Capital as of the Closing Date in a sentence

• Buyer will then determine the Net Working Capital as of the Closing Date based upon the Closing Financial Statements, which will be calculated based upon GAAP, and will be determined in good faith by Buyer’s chief financial officer.

• The Closing Net Working Capital as of the Closing Date determined in accordance with this Section 2.6(a) is referred to herein as the “Estimated Closing Net Working Capital.” The Estimated Closing Net Working Capital shall be subject to the reasonable and good faith approval of Buyers.

• No later than five (5) Business Days prior to the Closing, the Sellers’ Representative shall deliver to Investor a statement (the “Preliminary Working Capital Statement”) setting forth the Net Working Capital as of the Closing Date.

• The Net Working Capital as set forth in the Audited Balance Sheet shall be conclusive and final evidence of the amount of the Company’s Net Working Capital as of the Closing Date.

• Such Closing Balance Sheet shall be accompanied by a statement calculating the Net Working Capital as of the Closing Date and calculated substantially in accordance with Schedule 2.6(a).

• The Independent Auditor shall determine the Net Working Capital as of the Closing Date (which amount may not be greater than as set forth in the Sellers’ Dispute Notice or less than as set forth in the Purchaser’s Closing Statement) in accordance with the provisions of this Agreement as promptly as may be reasonably practicable and shall endeavor to complete such process within a period of no more than sixty (60) days.

• Halo shall reimburse Unify for Taxes of the Gupta Business and the Subsidiaries which are allocable to the Pre-Closing Period (in accordance with Section 11.1) within 15 days after payment by Unify or its subsidiaries of such Taxes, provided, however, that such reimbursement shall be made only to the extent that such Taxes exceed the amount, if any, included in the determination of the Gupta Net Working Capital as of the Closing Date.

• As soon as practicable after the Closing but no later than sixty (60) Business Days after the Closing Date, Investor shall deliver to the Sellers’ Representative a final calculation of the Net Working Capital as of the Closing Date (the “Final Working Capital Statement”).

• On or before the Closing Date, the Member Representative and the Buyer shall agree on the estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”).

• The Company shall deliver the Closing Financial Statements to Transferor within 60 days after the Closing Date, together with a statement (the "Adjustment Statement") premised upon such Closing Financial Statements setting forth the Target Net Working Capital (as defined below) of the Business as of the Closing Date (the "Closing Date Target Net Working Capital") and the Net Working Capital as of the Closing Date (the "Closing Date Net Working Capital").

More Definitions of Net Working Capital as of the Closing Date

Net Working Capital as of the Closing Date means the dollar amount equal to (i) the book value of the Company and the Subsidiaries’ accounts receivable, accrued receivables, prepaid expenses (both current and long term), cash and cash equivalents, if any, and other current assets as of the close of business on the Closing Date m inus (ii) the book value of the Company and the Subsidiaries’ accounts payable and accrued liabilities as of the close of business on the Closing Date, in each case determined in accordance with GAAP consistently applied, but without giving effect to any purchase accounting or other adjustments resulting from or related to the consummation of the transactions contemplated by this Agreement (other than the other transactions contemplated by Section 2.1, it being understood that the Excluded Assets and the Excluded Liabilities shall not be included as assets or liabilities of the Company or any Subsidiary in determining the Net Working Capital as of the Closing Date).