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 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).

Examples of Net Working Capital at Closing in a sentence

• All severance or other costs related to termination of any employees in process by the Company prior to the Closing Date, and all bonuses, incentive fees, and accrued but unpaid compensation or benefits awarded or earned, in each case outside the ordinary course and prior to the Closing Date for such employees to the extent not accrued or otherwise accounted for in the Company’s Net Working Capital at Closing, shall be the responsibility of the Sellers.

• The determination of the Accountant shall be conclusive and binding upon the Seller and the Purchaser and constitute the Net Working Capital at Closing for purposes of this Agreement.

• The Purchaser and the Sellers agree to release the Accountant from any and all claims or liabilities for any services performed by the Accountant in resolving any dispute concerning the computation of Net Working Capital at Closing.

• The Purchaser and the Seller thereafter shall negotiate in good faith to resolve any such disagreements with respect to the computation of the Net Working Capital at Closing or any other aspect of the Closing Balance Sheet.

• If the Purchaser and the Seller reach an agreement as to the computation of the Net Working Capital at Closing, such agreement shall be conclusive and binding upon the Purchaser and the Seller and constitute the Net Working Capital at Closing for purposes of this Agreement.

• The Purchaser and the Seller agree to release the Accountant from any and all claims or liabilities for any services performed by the Accountant in resolving any dispute concerning the computation of Net Working Capital at Closing.

• The determination of the Accountant shall be conclusive and binding upon the Sellers and the Purchaser and constitute the Net Working Capital at Closing for purposes of this Agreement.

• For example, if the Seller claims the Net Working Capital at Closing is $1,000 greater than the amount determined by the Purchaser, and the Purchaser contests only $500 of the amount claimed by the Seller, and if the Accountant ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 divided by 500) to the Purchaser and 40% (i.e., 200 divided by 500) to the Seller.

• Any difference between the amount of the sum due by Orangina Pampryl to CFPO and the sum due by CFPO to its customers, in both cases in connection with the returnables, shall be included in the calculation of Net Working Capital at Closing as possibly adjusted.

• For example, if the Sellers claim the Net Working Capital at Closing is $1,000 less than the amount determined by the Purchaser, and the Purchaser contests only $500 of the amount claimed by the Sellers, and if the Accountant ultimately resolves the dispute by awarding the Sellers $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 / 500) to the Purchaser and 40% (i.e., 200 / 500) to the Sellers.

More Definitions of Net Working Capital at Closing

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.

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.