Working Capital Cash definition
Examples of Working Capital Cash in a sentence
At Closing, Seller shall certify to Buyer that there exists at least Seven Million and XX/100 Dollars ($7,000,000.00) in the operating account or accounts of the Acquired Company (the "Working Capital Cash"), of which Three Million and XX/100 Dollars ($3,000,000.00) (the "Warranty Amount") shall be used to make payments to aggrieved parties alleging or having verifiable Product Warranty Claims.
The Parent Closing Statement and the components thereof (including Net Working Capital, Cash on Hand, Indebtedness, Final Pre-Closing Taxes and Transaction Costs) shall each be determined in accordance with this Agreement, the defined terms herein and past practice.
The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.4(b)(ii), and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment).
The Dispute Resolution Firm’s determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness, Estimated and Final Pre-Closing Taxes and Transaction Costs, as applicable, contained herein.
No later than three (3) Business Days prior to the Closing, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimates of Closing Working Capital, Cash and Cash Equivalents, the Notes Receivable Amount, Closing Indebtedness and Seller Expenses, together with a calculation of the Purchase Price based on such estimates (the “Estimated Purchase Price”).
For the purpose of determining the payment to be made to the Seller at the Completion Date in consideration for the Sale Shares, the Completion Amount and components thereof (including the Working Capital, Cash and Debt) shall be estimated in good faith by the Seller prior to the Completion Date applying the Completion Accounts Accounting Principles (the “Estimated Completion Amount”).
The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation).
Within 45 days following the Closing Date, Buyer shall prepare and deliver to Seller a statement of Buyer’s calculation of actual Working Capital, Cash and Cash Equivalents, Indebtedness and Transaction Expenses as of the Closing Date together with all schedules and data as may be appropriate to support such calculation (the “Closing Statement”).
The calculation of Working Capital included in the Closing Statement shall be prepared consistent with the Accounting Principles, and the Closing Statement shall include in separate identifiable line items Buyer’s calculation of Working Capital, Cash and Cash Equivalents, Indebtedness and Transaction Expenses.
The Company Statement and the components thereof (including Net Working Capital, Cash on Hand, Indebtedness, Estimated Pre-Closing Taxes and Transaction Costs) shall each be determined in accordance with this Agreement, the defined terms herein and past practice.