Adjusted Closing Net Working Capital definition

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.

Adjusted Closing Net Working Capital means the Closing Net Working Capital as finally determined pursuant to Section 2.4.

Examples of Adjusted Closing Net Working Capital in a sentence

• The Estimated Closing Cash Purchase Price will be adjusted (i) downwards on a dollar-for-dollar basis to the extent that the Adjusted Closing Net Working Capital, as shown on the Estimated Closing Balance Sheet, is below the Base Net Working Capital Amount and (ii) upwards on a dollar-for-dollar basis to the extent that the Adjusted Closing Net Working Capital is above the Base Net Working Capital Amount.

• Both IWS and ITU websites report population figures in 2009 smaller than 2008 for Egypt.

• 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.

• All Accounts Payable included in the Estimated Adjusted Closing Net Working Capital to be delivered to Purchaser pursuant to Section 2.5(a) have been incurred in the ordinary course of business.

• Promptly following the Closing, ICF will cause Xxxxx Xxxxxxxx LLP to review the Estimated Closing Balance Sheet, including the Adjusted Closing Net Working Capital, the Closing Net Working Capital and the Closing Cash as reflected thereon.

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 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.

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)).

Adjusted Closing Net Working Capital has the meaning referred to in Section 2.3(b).

Adjusted Closing Net Working Capital means the “Closing Net Working Capital” (as hereinafter defined and as adjusted pursuant to Section 2.3(d) below) of Caliber as shown on the Estimated Closing Balance Sheet as reduced to reflect, to the extent not otherwise reflected in the Closing Net Working Capital or the calculation of Closing Cash: (A) the payment in full of any and all outstanding indebtedness of Caliber and the Acquired Subsidiaries, including, but not limited to, any indebtedness that Caliber or the Acquired Subsidiaries may have to the Caliber ESOP, the ESOP Sponsor, or any third party; (B) the payment of the Transaction Costs other than the Scheduled Transaction Costs (including (1) any payments due Caliber employees resulting from the Contemplated Transactions and (2) the accrual or full funding, through the Effective Date, of all qualified or unqualified Pension Plans); (C) payment of the Subsidiary Capitalization Amount; and (D) the Accrued Bonuses.

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: