Assumed Working Capital definition
Examples of Assumed Working Capital in a sentence
As of the Closing Date, except for the amounts set forth in the Pay-Off Letter, the Seller Closing Debt listed in Schedule 2.2(b) hereto and the Assumed Working Capital Obligations, Seller shall not have any Debt.
Except for the Assumed Working Capital Liabilities and as elsewhere provided under this Agreement, no liability for such contributions, premiums or other payments will attach to the assets of the Business.
For the avoidance of doubt, neither the Assumed Working Capital Liabilities nor the Assumed Operating Liabilities shall include any Excluded Liabilities.
If the Net Working Capital as reflected on the Final Closing Statement is greater than the Assumed Working Capital (the amount of such excess is hereinafter referred to as the "WORKING CAPITAL SURPLUS"), Buyer shall pay to ChoicePoint an amount equal to the Working Capital Surplus (such payment being hereinafter referred to as a "SURPLUS PAYMENT").
On the terms and subject to the conditions set forth herein, at the Closing, Buyer shall assume and discharge or perform when due, all of the Assumed Working Capital Liabilities.
Subject to the terms and conditions of this Agreement, the consummation of each of (a) the purchase and sale of the Transferred Working Capital Assets and the assumption of the Assumed Working Capital Liabilities, and (b) the purchase and sale of the Transferred Operating Assets and the assumption of the Assumed Operating Liabilities (collectively, the “Closing”), shall be consummated remotely via email and the execution and delivery of this Agreement by each of the parties.
Accordingly, the parties hereto agree that if the Net Working Capital as reflected on the Final Closing Statement is less than the Assumed Working Capital (the amount of such shortfall, if any, is hereinafter referred to as the "WORKING CAPITAL DEFICIT"), ChoicePoint shall pay to Buyer an amount equal to the Working Capital Deficit (such payment being hereinafter referred to as a "DEFICIT PAYMENT").