Net Working Capital at Closing definition

Net Working Capital at Closing means the total current assets of the Company, including Cash (other than Available Cash and marketable securities), Accounts Receivable (including any 90 and Over Accounts Receivable described in Section 10(a)), Inventory (valued as described in Section 3B(w) of this Agreement and Section 3B(w) Disclosure Schedule), prepaid expenses, and deposits, minus the total current liabilities of the Company (which current liabilities shall include accounts payable-trade, accrued expenses (including an accrual for vacation and holidays calculated in accordance with GAAP and an accrual for the cost of the Visual Software licenses disclosed on Disclosure Schedule 3B(f)), customer deposits and other liabilities but shall exclude the current portion of any Funded Indebtedness, in each case determined as of the open of business on the Closing Date and by reference to the amounts set forth on the face (but not the notes) of the Closing Balance Sheet, subject to the provisions of this definition and after giving effect to the transactions contemplated in Sections 2(c) and 2(d) below. With respect to any calculation of Net Working Capital at Closing, except as expressly provided in this Agreement, no Change in Accounting Principles will be made from those utilized in preparing the Financial Statements including with respect to the nature of accounts, in determining the level of reserves or in determining the level of accruals.

Net Working Capital at Closing means the total current assets of the Company, including Cash (other than Available Cash and marketable securities), Accounts Receivable (including any 90 and Over Accounts Receivable described in Section 10(b)), Inventory (valued as described in Section 3B(w) of this Agreement and Section 3B(w) Disclosure Schedule), prepaid expenses, and deposits, minus the total current liabilities of the Company (which current liabilities shall include accounts payable-trade, accrued expenses (including an accrual for vacation and holidays calculated in accordance with GAAP), customer deposits and other liabilities but shall exclude the current portion of any Funded Indebtedness, in each case determined as of the open of business on the Closing Date and by reference to the amounts set forth on the face (but not the notes) of the Closing Balance Sheet, subject to the provisions of this definition and after giving effect to the transactions contemplated in Sections 2(c) and 2(d) below. With respect to any calculation of Net Working Capital at Closing, except as expressly provided in this Agreement, no Change in Accounting Principles will be made from those utilized in preparing the Financial Statements including with respect to the nature of accounts, in determining the level of reserves or in determining the level of accruals, with the exception of the accrual for vacation and holidays.

Net Working Capital at Closing means the total current assets of the Company, including Cash (other than Available Cash), Accounts Receivable (including any 90 and Over Accounts Receivable described in section10[b]), Inventory (valued as described in section 3B(w) of this Agreement and section 3B(w) Disclosure Schedule), prepaid expenses, and deposits minus the total current liabilities of the Company (which current liabilities shall include (i) accounts payable-trade and accrued expenses [including Accrued Commissions], (ii) a reserve for unpaid medical and dental claims submitted to the Company but unpaid as of Closing, and (iii) any accrual for vacation and holidays carried over from calendar year 1999, but shall exclude (a) the current portion of any Funded Indebtedness, and (b) any reserves or accruals for medical or dental claims or accrued vacation and holidays other than those described above), in each case determined as of the open of business on the Closing Date and by reference to the amounts set forth on the face (but not the notes) of the Closing Balance Sheet, subject to the provisions of this definition and after giving effect to the transactions contemplated in sections 2(c) and 2(d) below. With respect to any calculation of Net Working Capital at Closing, except as expressly provided in this Agreement, no Change in Accounting Principles will be made from those utilized in preparing the Financial Statements including with respect to the nature of accounts, in determining the level of reserves or in determining the level of accruals.

Examples of Net Working Capital at Closing in a sentence

• If such Final Closing Statement reflects Net Working Capital at Closing pursuant to Section 1.3 was less than the amount estimated at Closing on the Preliminary Closing Statement, the Shareholder shall refund the amount of such shortfall to HRD on or before the tenth (10th) business day after the Final Closing Statement is agreed upon by HRD and the Shareholder.

• Notwithstanding the foregoing, all such fees and expenses incurred by the Company or any of its Subsidiaries conducting the Continuing Business shall be either paid by the Seller or taken into account in determining Net Working Capital at Closing.

• If the Final Closing Statement indicates that Net Working Capital at Closing was in excess of the amount estimated on the Preliminary Closing Statement, HRD shall pay any such excess to the Shareholder within said ten business (10) day period.

• The benchmark Purchase Price includes only the Inventory included on the October 31 Inventory Schedule and assumes zero Dollars ($0) Adjusted Net Working Capital at Closing and shall be adjusted to account for Fuel Oil, Adjusted Net Working Capital and any changes in Inventory from the October 31 Inventory Schedule at Closing.

• Notwithstanding anything herein to the contrary, no Buyer Indemnified Party shall have any right to indemnification under Article IX with respect to Damages to the extent the matter forming the basis for such Damages was included in Transaction Costs paid at or in connection with Closing or included in the determination of Net Working Capital at Closing, as further adjusted pursuant to Section 3.1, or Section 3.2.

• If the estimated Net Working Capital at Closing is less than $1,000,000, the Closing Payment shall be decreased by the amount that the estimated Net Working Capital at Closing is less than $1,000,000.

• Upon verification of the Net Working Capital at Closing, Buyer will pay or cause to be paid to Seller 55,000 Shares or the amount of shares determined under Section 3.2 within 15 business days of the determination.

• The Closing Purchase Price shall be increased by the amount that the Company's Net Working Capital at Closing exceeds $6 million and decreased by the amount that the Company's Net Working Capital at Closing is less than $6 million.

• Between five and ten business days before Closing, the Company shall deliver to Eldorado and the Investors an estimate of the Net Working Capital at Closing (the “Preliminary Estimate”) together with a summary of the amount of Capital Improvements (the “Capital Improvements Summary”).

• Any Jetcast Transaction Expenses (other than those included in Specified Accounts Payable) outstanding as of the Closing shall be deemed to reduce Jetcast’s Net Working Capital at Closing.

More Definitions of Net Working Capital at Closing

Net Working Capital at Closing is defined in Section 2.2.2 “Notice” is defined in Section 12.7.1.

Net Working Capital at Closing has the meaning assigned to that term in Section 3(d)(iii).