Adjusted Closing Working Capital means the Closing Working Capital calculated according to the following principles agreed by the Parties: (1) any amount receivable relating to the Ontario Interactive Digital Media Tax Credit will be excluded from the Current Assets; (2) the sum of all amounts a) which are included in Tax receivables for the purposes of the definition of “Current Assets” and b) which otherwise reduce Taxes payable for the purposes of the definition of “Current Liabilities”, in either case resulting from the application of the loss restriction event rules in section 111 of the Tax Act as a result of the Contemplated Transactions, shall not exceed $1,614,000, and (3) any amount of Indebtedness (including amounts due beyond the next 12 months) will be added to Current Liabilities.
Adjusted Closing Working Capital means the aggregate amount of the Accounts Receivable, the Inventories, the Acuna Accounts Receivable and the Acuna Inventories, minus the aggregaxx xxount of the Excluded Accounts Xxxxivable (in the amount shown on Exhibit B hereto), the Excluded Inventories (in the amount shown on Exhibit C hereto), the Accounts Payable, the Accrued Liabilities (other than the Workers' Compensation Liabilities, Accrued Closing Payroll and Accrued Shutdown Payroll, to the extent otherwise included therein), the Acuna Accounts Payable and the Acuna Accrued Liabilities, all as of thx Xxxective Time as determined xx xxcordance Seller's Accounting Practices.
Adjusted Closing Working Capital has the meaning assigned to such term in Section 3.2(a).
Examples of Adjusted Closing Working Capital in a sentence
If the parties resolve all or some of the matters in dispute within such fifteen (15) day period then the parties shall prepare and sign an Adjusted Closing Working Capital Statement reflecting such agreement which shall be deemed final and binding.
The Adjusted Closing Working Capital Statement shall reflect the Closing Working Capital as adjusted in accordance with Section 3.2(b) (the “Adjusted Closing Working Capital”).
Except to the extent accrued as Current Liabilities taken into account in the calculation of Adjusted Closing Working Capital, the Parent shall be obligated to timely pay, or cause to be paid, to the appropriate Taxing Authority the amount of Taxes with respect to such Tax Returns.
For the purposes of clarity, all employer Taxes, withholding amounts, or similar costs of Target (including as the Surviving Corporation) associated with the payment of any consideration pursuant to the Target Option Payments, shall be included as liabilities in calculating the Actual Adjusted Closing Working Capital.
Except as included in Adjusted Closing Working Capital as finally determined or as set forth on Section 4.14(a) of the Disclosure Schedules, there are no due and unpaid wages, bonuses or commissions owed to any Employee.
More Definitions of Adjusted Closing Working Capital
Adjusted Closing Working Capital determined in accordance with the attached Exhibit N (the “NWC Estimate”) and the Settlement Procedures using information from the month-end accounting closing. For the avoidance of doubt, the Adjusted Closing Working Capital shall not include any cash paid to the Seller pursuant to Section 7.13(c)(i), and the Adjusted Closing Working Capital shall include any cash of the Subject Companies as of the effective time of the Closing, including any cash contributed by the Seller to the Subject Companies pursuant to Section 7.13(c)(ii) and including any Segregated Cash.
Adjusted Closing Working Capital. 2.4(b) “Agreement” Introduction “Audit Election Date” 2.4(b) “Audit Election Notice” 2.4(b) “Audited Financial Statements” 4.5 “Buyer” Introduction Term Section “Buyer Indemnified Party” 11.1 “Buyer Plans” 6.10 “Buyer Reimbursements” 6.11
Adjusted Closing Working Capital means the Current Assets of PCT’s Business (including cash, cash equivalents, prepaid expenses and other current assets, and accounts receivable but, for these purposes, not including the $353,860 of restricted cash or deferred project costs) less the sum of the Current Liabilities of the Business (but not included, for these purposes, the following line items: current maturity of long-term debt, borrowings under line of credit-related party, due to Amorcyte, Inc. and deferred revenues). Except as otherwise specified in the definition, each of the elements of Adjusted Closing Working Capital shall be determined as of the close of business on the Closing Date and in accordance with GAAP applied consistently with the GAAP Financial Statements (except that no fair value adjustment required by acquisition accounting shall be made to any of PCT’s assets or liabilities and for the purposes of this calculation the above referred to deferred financing costs at Closing shall remain at $392,192 irrespective of the amortization of deferred financing costs or cancellation of the warrants) and reflect all payments required to be made by PCT on or as of the Closing Date (including, without limitation, the PCT Expenses). Within sixty (60) calendar days following the Closing Date, the Parent shall deliver to the PCT Representative a balance sheet of PCT’s Business as of the open of business on the Closing Date (the “Closing Balance Sheet”) and a statement setting forth the Adjusted Closing Working Capital derived from the Closing Balance Sheet (the “Adjusted Closing Working Capital Statement”). To the extent the Parent fails to deliver the Closing Balance Sheet to the PCT Representative within such sixty (60) day period, then the Estimated Closing Balance Sheet shall be final, conclusive and binding on upon all parties.
Adjusted Closing Working Capital shall be (i) the Closing Working Capital in the event that (x) no Buyer's Objection is delivered to the Seller during the 30-day period specified above, or (y) the Seller and the Buyer so agree, (ii) the Closing Working Capital, adjusted in accordance with the Buyer's Objection in the event that the Seller does not respond to the Buyer's Objection within the 30-day period following receipt by the Seller of the Buyer's Objection, or (iii) the Closing Working Capital, as adjusted by either (x) the agreement of the Seller and the Buyer or (y) the CPA Firm. The "Adjusted Closing Other Non-Current Liabilities" shall be (i) the Closing Other Non-Current Liabilities in the event that (x) no Buyer's Objection is delivered to the Seller during the 30-day period specified above, or (y) the Seller and the Buyer so agree, (ii) the Closing Other Non-Current Liabilities, adjusted in accordance with the Buyer's Objection in the event that the Seller does not respond to the Buyer's Objection within the 30-day period following receipt by the Seller of the Buyer's Objection, or (iii) the Closing Other Non-Current Liabilities, as adjusted by either (x) the agreement of the Seller and the Buyer or (y) the CPA Firm. "Adjusted Closing Figures" shall include the Adjusted Closing Working Capital and the Adjusted Closing Other Non-
Adjusted Closing Working Capital shall have the meaning set forth in Section 2.3(e)(i).
Adjusted Closing Working Capital means (A) with respect to the Closing Working Capital determined from the Estimated Closing Balance Sheet, the lesser of (1) the actual Closing Working Capital determined from the Estimated Closing Balance Sheet, and (2) Five Million Dollars ($5,000,000), and (B) with respect to the Closing Working Capital determined from the Final Working Capital Statement, the lesser of (1) the actual Closing Working Capital determined from the Final Working Capital Statement, and (2) Five Million Dollars ($5,000,000).
Adjusted Closing Working Capital has the meaning set forth in Section 2(c)(ii) below.