Adjusted Closing Net Working Capital means the Closing Net Working Capital as finally determined pursuant to Section 2.4.
Adjusted Closing Net Working Capital has the meaning set forth in Section 1.9.2.
Adjusted Closing Net Working Capital shall be (i) the Closing Net Working Capital if Purchaser’s Objection is not delivered to Seller during the thirty (30) day period specified above, (ii) the Closing Net Working Capital, adjusted in accordance with Purchaser’s Objection if Seller does not respond to Purchaser’s Objection within the thirty (30) day period specified above, or (iii) the Closing Net Working Capital, as adjusted by either (A) the agreement of Seller and Purchaser, (B) the CPA Firm or (C) treatment of any unresolved element of the Purchaser’s Objection as contemplated by clauses (a) or (b) above. Any expenses relating to the engagement of the CPA Firm shall be allocated between Purchaser and Seller so that Purchaser’s share of such costs shall be in the same proportion that (x) the amount equal to the aggregate value of the disputed items submitted by Purchaser to the CPA Firm that are unsuccessfully disputed by Purchaser bears to (y) the amount equal to the aggregate value of all disputed items submitted by Purchaser to the CPA Firm. Seller and Purchaser shall each bear the fees of their respective counsel, accountants and other representatives incurred in connection with the determination of the Adjusted Closing Net Working Capital.
Examples of Adjusted Closing Net Working Capital in a sentence
The Initial Purchase Price shall be (i) increased on a dollar-for-dollar basis by the Adjusted Closing Date Cash Position and (ii) decreased on a dollar- for-dollar basis by (A) the Adjusted Closing Date Financial Debt and (B) the amount by which the Adjusted Closing Net Working Capital is less than €34 million (the net amount of such decreases, being the “Adjustment”).
As used herein, “ Adjusted Closing Net Working Capital” means the combined current assets, less the combined current liabilities, of the Transferred Companies as of the effective time of the Closing, as determined in accordance with GAAP, subject to the adjustments as set forth in the form Adjusted Closing Net Working Capital Statement attached as Schedule 1.2(c) hereto.
In the event that the Final Adjusted Closing Net Working Capital exceeds the Estimated Adjusted Closing Net Working Capital, the Purchaser shall be obligated to pay to the Sellers an amount equal to such excess, in cash in immediately available funds.
If the Estimated Adjusted Closing Net Working Capital is greater than the Target Net Working Capital, the Initial Purchase Price payable at Closing (the “ Closing Purchase Price”) will be increased by the positive difference between the Estimated Adjusted Net Working Capital and the Target Net Working Capital (the “NWC Amount”).
Support metering and submetering projects during renovations of small buildings (Cassidy 2012b).
More Definitions of Adjusted Closing Net Working Capital
Adjusted Closing Net Working Capital means the “Closing Net Working Capital” (as hereinafter defined and as adjusted pursuant to Section 2.4(d) below) of the Companies as shown on the Estimated Closing Balance Sheet as reduced to reflect: (A) the payment in full of any and all outstanding Indebtedness of the Companies (other than the Assumed Debt), repaid at or prior to Closing pursuant to Section 5.7; (B) the payment in full of any and all Members’ Transaction Costs paid, or repaid by FAAC after the Closing Date or incurred by the Companies and unreimbursed by the Members at or prior to the Closing pursuant to Section 5.7; (C) the payment of all sums due at Closing with respect to the Phantom Membership Interest Plan; (D) any portion of the Bonus Pool for which adequate reserves are not otherwise maintained; or (E) payments made to employees in connection with the Contemplated Transactions (other than normal compensation or payments with respect to the Phantom Membership Interest Plan).
Adjusted Closing Net Working Capital means the Closing Net Working Capital as finally determined pursuant to
Adjusted Closing Net Working Capital means the difference obtained by subtracting (A) the D&O Premium Deduction (as defined in Section 5.4(b)) from (B) the total current assets of the Business minus the total current liabilities of the Business as of 12:01 a.m. on the Closing Date, determined in accordance with GAAP, as set forth on the Adjusted Closing Net Working Capital Certificate, provided that (i) deferred revenue, deferred tax assets and deferred tax liabilities shall not be taken into account and (ii) no liability or obligation under any of the Company Notes shall be taken into account. The term "Adjusted Closing Net Working Capital Certificate" shall mean the definitive Closing Net Working Capital Certificate agreed or deemed to have been agreed to by Cognitronics and the Securityholders' Representative in accordance with Section 1.4(a) or the definitive Closing Net Working Capital Certificate resulting from the determinations made by the Accountant in accordance with Section 1.4(c) (in addition to those items, if any, theretofore agreed to by the Securityholders' Representative and Cognitronics).
Adjusted Closing Net Working Capital means the difference obtained by subtracting (A) the D&O Premium Deduction (as defined in Section 5.4(b)) from (B) the total current assets of the Business minus the total current liabilities of the Business as of 12:01 a.m. on October 31, 2005 as determined in accordance with Section 1.4(a), as set forth on the Adjusted Closing Net Working Capital Certificate.
Adjusted Closing Net Working Capital shall equal the sum of (a) Closing Net Working Capital plus (b) the amount by which the actual expenses incurred by the Company in connection with the audit of the Company’s financial statements pursuant to Section 5.7 exceed the amount accrued for such audit on the Closing Balance Sheet, if any.
Adjusted Closing Net Working Capital means the Net Working Capital of the EHP Business the amount of which is set forth on the Adjusted Financial Certificate. The term “Adjusted Financial Certificate” shall mean the definitive Financial Certificate agreed or deemed to have been agreed to by Parent and the Purchaser in accordance with Section 3.1(b) or the definitive Financial Certificate resulting from the determinations made by the Accountant in accordance with Section 3.1(d) (in addition to those items, if any, theretofore agreed to by Parent and the Purchaser).
Adjusted Closing Net Working Capital means as of 11:59 p.m. (Pacific time) on the Closing Date: (a) the Accounts Receivable; plus (b) the Inventory, net of (x) Inventory which is not fit for human consumption; and (y) Inventory which, based on standards used in the wine industry and Companies’ historical practices, is slow-moving Inventory; plus (c) the Equipment, net of depreciation and amortization as required in accordance with GAAP (and set forth in the Financial Statements); plus (d) the Prepaid Expenses, minus (e) the Accounts Payable; minus (f) the Farm Credit Obligations minus (g) the Briarcliff Liability; minus (h) accruals assumed by Purchaser pursuant to this Agreement (to the extent not duplicative of subsection (e)).